SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 
 FORM 10-KSB/A (Mark one) xANNUAL REPORT PURSUANT TO SECTION 13
OR  15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (Fee required) For
the fiscal year ended March 31, 2001 or oTRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No fee required) For
the transition period from ___________ to ___________ Commission
File Number 0-12612 
 IQUniverse, Inc.(Exact name of Small Business Issuer in
its Charter) Minnesota(State or other jurisdiction
  of incorporation or organization)
  41-1442918(IRS Employer
  Identification Number)
 Riverplace
65 Main Street SE, Suite 141
Minneapolis, Minnesota 55414(Address of principal executive offices) (612) 362-8411(Issuers Telephone Number, Including Area Code) Former
name, if applicable: Calendar Capital, Inc. Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. 
Yesx Check if no disclosure of delinquent
filers pursuant to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB.o The issuers revenues for its most recent
fiscal year were $189,120. The aggregate market value of the shares
of common stock as of March 31, 2001 (based upon a bid price of $.125 per
share) held by nonaffiliates of the registrant was approximately $80,150. Transitional Small Business Disclosure
Format:  Yes ___   No __x__ As of March 31, 2001, there were 648,821
shares of common stock outstanding.   PART I

ITEM 1.  BUSINESS

Business Development

IQUniverse,
Inc., is a corporation organized under Minnesota law.  The corporation was formerly named Calendar Capital, Inc. and
before that AorTech, Inc.  Angicor
Limited, incorporated under Minnesota law November 16, 1981, was a predecessor
of the Company.  Angicor commenced
operations in January of 1983 and sought protection from its creditors by means
of a bankruptcy proceeding under Chapter 11 of the United States Bankruptcy
Code on July 15, 1988.  On February
2,1990, Angicor merged with Medical Funding Corporation, a Minnesota
corporation incorporated on October 19,1989. 
Pursuant to the Articles of Merger, Angicor became the surviving
corporation in the merger and its name was changed to AorTech, Inc.

Effective
June 30, 1991, the Company, in a merger transaction, acquired the operating
assets and the business of A-1 Engineering, Inc., a Minnesota corporation (A-1
Engineering).  The majority of those
assets were later sold back to the previous owners of A-1 Engineering.

Effective
November 2, 1992, AorTech entered into an agreement to sell substantially all
of its operating assets to Follow Motion Limited, a Scotland corporation.  The sale of substantially all of AorTechs
operating assets was approved at a Special Meeting of Shareholders held on
March 26, 1993.  At such meeting, the
shareholders also approved a change in the name of the Company and on March 31,
1993, the name of the corporation was changed to Calendar Capital, Inc.

After
the sale the Company proceeded to explore opportunities in the gaming industry
in the Caribbean and elsewhere.  During
the period July 1993 through March 1995 the Company entered into two different
casino related ventures but was unsuccessful in establishing operations in
either case.

In
December, 1994, lacking any operating capital, the Company closed down its
offices, released its remaining employees and ceased operations.  The Company remained dormant until July
1999.

Internet Holdings, Ltd.

In
July 1999, a new Board of Directors was appointed which arranged for a cash
infusion sufficient to bring the Company current in its obligations as a public
company including SEC filings, auditors reports, stock transfer functions and
the election of new officers.  Equity in
the amount of $200,000 was received in exchange for 5,600,000 shares of common
stock.  The Board then arranged for the
acquisition of a privately-held company known as Internet Holdings, Ltd., a
company founded to be an incubator for internet related companies and to act as
a holding company for equity investments in such companies. Effective January
1, 2000, Calendar Capital, Inc. entered into a stock exchange agreement to
acquire all of the outstanding common stock of Internet Holdings, Ltd. in what
was eventually finalized as a reverse merger effective April 5, 2001.

Paul
Crawford, the Companys President and Chief Executive Officer, at the time of
the acquisition and subsequent thereto was the Chief Executive Officer and the
largest shareholder of Internet Holdings, Ltd.

Entrenaut

The
acquired business was renamed Entrenaut, Inc. after the acquisition and
operated as a subsidiary of Calendar Capital, Inc.  In addition to acting as an incubator for early stage Internet
related business concepts, Entrenaut, Inc. provided its services including
strategic planning, corporate development and market research to operating
companies on a fee for services arrangement. 
Entrenaut also held equity positions in certain portfolio companies in
which it made a direct investment without providing additional incubator
services.

Eventually
Entrenaut had two start-up companies in its incubator model.  Both companies were internet concepts
conceived by Paul Crawford, the CEO of the Company and Entrenaut, who was also
the largest shareholder of each of them.

The
investor model of Entrenauts portfolio contained four direct investments,
which the Company continues to hold. 
These include:

1.
  The
  ownership of what was at the time of the investment, approximately 2% of the
  shares of Commission Junction, Inc. for which it paid $500,000. Commission
  Junction was co-founded by Paul Crawford. 
  Commission Junction orchestrates a cost-effective
  affiliate-marketing network that pays web site owners when they include links
  that feed other web sites and drive e-commerce.2.
  StoreItOnline,
  Inc. is a company in which Entrenaut purchased approximately a 9% interest.  StoreItOnline is an online provider of data
  storage services.3.
  Superior
  Broadband, Inc. is a high bandwidth access provider (a wireless, last mile
  solution) focused on providing service in rural Minnesota.  Entrenaut acquired a 7.5% interest in Superior
  Broadband.4.
  J
  Café, Inc. is an investment in a local company that has completed development
  of a new software engine to serve as an internet or intranet, interactive
  education and development platform. 
  Entrenauts investment in form of a convertible debenture is equal to
  approximately a 4% percent interest on a fully diluted basis.StoreItOnline,
Superior Broadband, Inc. and J Café are all early stage development companies
none of which have realized any significant revenues.  Commission Junction, while not yet profitable, reports revenues
in excess of $2,000,000 per calendar quarter.For
accounting purposes both StoreItOnline, Inc. and J Café have been written off
due to revaluation of impaired assets however, both companies are still
operational.  There can be no assurance
that any of these investments will yield a profit to the Company or even that
the original investment will be recovered.During
the third quarter of fiscal 2001, the Company swapped 40,000 shares (40% of
shares owned) of Commission Junction, Inc. stock for 4,000 shares of Idealab!
Holdings, LLC preferred stock, which is convertible into common stock at a 10:1
ratio.  In addition the Company sold
26,600 shares of Commission Junction stock for a realized gain on sale of
$193,200 and the Company transferred 8,500 shares to a vendor to cancel
payables of $99,260 for a gain of $56,760. 
Remaining Commission Junction shares total 23,900 carried at a cost of
$119,500.

In
September 2000, as a result of the Companys inability to raise additional
equity funding due in large part to a general decline in the market value of
Internet-related companies and incubator companies specifically, management
decided to discontinue its Incubator business model and concentrate available
resources on the development of the OfficeCause, Inc. concept, which was one of
the companies previously operated in its incubator model.  Entrenaut acquired 100% of the equity in
OfficeCause, Inc.  The name of
OfficeCause, Inc. was changed to IQ Trust, Inc. and Entrenaut and IQ Trust,
Inc. were merged and the survivor was renamed IQ Universe, Inc.

On
April 5, 2001, IQ Universe, Inc. was merged into Calendar Capital, Inc. and the
surviving corporation was renamed IQUniverse, Inc. thus completing the reverse
merger first intended when Entrenaut, Inc. was acquired.  The Company now trades on the OTCBB under
the symbol IQUN.

Business of the Issuer

IQUniverses
primary target is the higher education market. 
The Companys first product offering is IQTrust, an Internet-based
program geared towards colleges, students, and alumni.  The IQTrust technology is the basis for a
customized online shopping mall accessed through college Web sites whereby
merchant rebates paid by online merchants are aggregated and directed to colleges
and universities.  IQTrust channels the
purchasing power of students, faculty, parents, alumni and institutions into a
major buying force for the online stores. 
Student and university accounts are rewarded with purchase rebates
ranging from 1 to 30%.  All rebates are
forwarded to the respective university by IQUniverse and distributed
accordingly to either school or student accounts.  IQUniverse retains a small, flat fee from every merchant
transaction and seeks to generate a revenue stream from merchant-direct,
sponsorship and partnership marketing agreements, a well as the transaction
fees.

The
distribution strategy for IQUniverse in this market is unique in that the
Company first develops individual relationships with the schools including
their alumni associations, and then private labels each site.  Consequently, participating universities
have committed marketing funds and support to build the program.  This has reduced the costs for start-up
marketing expenditures, supporting low customer acquisition costs.  Additionally, by eliminating up-front costs
for schools to become involved, IQUniverse is able to avoid standard request
for proposal (RFP) requirements and long budgetary cycles while gaining
marketing access to one of Americas most coveted markets  the 18-24 year old
demographic.

Management
believes that the IQTrust program is unique to the college market and is
superior to other sites directed towards the higher education arena.

The
initial rollout of the IQUniverse solution was conducted at two institutions in
Minnesota  St. Cloud State University and Bethel College and Seminary.  These schools represent approximately
100,000 alumni and 22,700 students.  This
test market was conducted to finalize the suite of features and benefits that
will be offered in the second-generation solution as it is commercialized in
Q3/Q4 2001.  Specifically, the test
market has demonstrated the initial value proposition that IQUniverse has to
offer, which is providing cash for class to individual students, as well as
their respective schools.  The test
validated the value of our online community program and has provided support
in helping us to refine the specification for the commercial version, including
program additions above and beyond IQTrust. 
On June 4, 2001 a three-year contract was entered into with the St.
Cloud State University Alumni Association to provide the IQTrust program on an
ongoing basis.  A similar contract is
pending with Bethel College and Seminary.

Competition

While
no other online shopping mall is currently private- labeled for college
websites, providing the ability to direct rebates into individual students
campus account, potential competition does exist.

Online Shopping Malls:Online shopping malls are created to be
either part of a larger site (Yahoo and AOL) or exist as a stand-alone site
(Ebates or GreaterGood). The different types of online shopping sites currently
available on the Web today include Mega Portals, Independents, Charitable, and
Private-Labeled.  Most of these shopping
malls are deployed in a portal environment meaning the site offers a main guide
with a search engine plus additional content. 
Private-Label mall solutions such as CrossCommerce, Escalate, and
Iconomy.com offer only a specific set of merchants.

Management
believes IQTrust is different because it is a private-labeled site that can be
customized for individual clients and provide an Intranet solution.  IQTrust is designed to run as an application
service provider (ASP) solution and therefore is more quickly deployed and
allows the use of any merchant with an affiliate program.  This facilitates shopping at a wide variety
of name brand merchants.

Affiliate
Program Providers:Affiliate program providers such as
LinkShare, Commission Junction, and BeFree possess merchant-aggregation
technology that can be deployed in a mall environment.  These companies are not positioned to
aggregate all merchants with affiliate programs, and therefore only offer a
subset of merchants.  Since none of
these companies have a history of applying their technology to specific
markets, competition in this vertical is unlikely.

Student
Sites:Many sites have been created with the
student in market in mind.  The majority
of these sites are those of specific retailers, products or services such as
Pepsi, Gap, long distance or credit card companies who have established entire
websites or adapted parts of their corporate sites to appeal to the student
audience.  Many specialty sites, such as
beverage and credit card companies, offer mini shopping malls.  These malls are very limited in products and
usually offer branding merchandise or products arranged through corporate
partnership agreements.

Other
student sites are portals that offer a shopping mall as an added feature along
with additional content such as chat rooms, dating advice, financial aid
guides, homework help, entertainment, etc. 
Shopping is not the primary focus of these sites.  Examples of players in this industry are
Student Advantage, Burly Bear, and The College Bound Network.

Online
Shopping Malls Targeting the Educational Arena:Currently a variety of shopping malls exist in the
education arena.  Greater Good, a
charitable site, provides consumers with the option to direct rebate dollars to
a school of their choice.  This includes
K-12 schools, colleges and universities. 
All other educational shopping malls currently available target the K-12
market.  Even Upromise.com, currently,
IQTrusts closest competitor, is targeting young families saving for a future
college education.  Their revenue model
appears to be a shared transaction portal strategy requiring marketing to
consumers at large.

Currently,
there are few competitors in the college market, and no direct competitors to
date that partner with the schools and forward rebates to student
accounts.  The Company believes that the
IQTrust program provides a strong basis for gaining a foothold and building
relationships in the college market.

Research and Development

The
experience gained by the IQUniverse management team in developing the target
market shows there are 2,126 small to medium colleges in the United States with
a combined population of approximately 63,000,000 alumni and 6,338,292
students.  These alumni and students
have traditionally been incredibly loyal and supportive of their alma
mater.  The institutions rely on this
loyalty and support to fund and educate future generations of graduates. The
best way to make sure that this cycle of support continues is to ensure that
the alumni and students feel that they are an integral part of the community
surrounding that institution  both while they are in school as well as far
into the future beyond graduation.

IQUniverse
identified early on that the IQTrust solution and other solutions that would be
offered by the Company in the future would be provided to each school via an
application service provider (ASP) model. 
This model allows the institution to quickly deploy all aspects of this
community builder program.  As part of
the same platform, the e-commerce modules will be deployed to expand on the
sense of belonging and investment in the future of the institution.  This sense of reinvestment comes about
because a portion of all expenditures that occur in the e-commerce applications
is returned to either the student or to the alumni association in form of
rebates or incentives.

The
development costs for the IQTrust technology were under $75,000 and the Company
spent seven months (through March 31) researching the market and improving the
program based on beta test feedback.

Personnel

IQUniverse,
Inc. employs its Chief Executive Officer, Paul Crawford, its President and
Chief Operating Officer, Jill Miyamoto, and two other full time employees.  The Company utilizes the services of various
consultants on a project basis.

ITEM 2.  DESCRIPTION
OF PROPERTY.

The
Company maintains its offices at 65 Main Street SE, Minneapolis,
Minnesota.  At that address the Company
directly leases 2,489 square feet for $3,629.79 per month (including CAM)
pursuant to a lease expiring march 31, 2006. 
The Company also utilizes and pays the rent on an additional 773 square
feet rented by Paul Crawford, the Companys CEO, under the name Crawford
Capital.  A new 5-year lease is being
negotiated on this space.  Current rent
and CAM is $966.25 per month.  In
addition, the Company has assumed the lease payment on 1,800 square feet also
leased to Crawford Capital and previously used by Entrenaut, Inc.  This space is subject to a lease expiring
August 31, 2002 at a rental of $2,347.91 per month (including CAM).  Currently one-half or 900 square feet of
this space has been sub-let for $600.00 per month.  In total, the Company has direct and indirect office rental costs
of a net $6,343.95 per month.

ITEM 3.  LEGAL
PROCEEDINGS.

The
Company is in default on $385,000 in convertible debentures.  One debenture holder has a judgment against
the Company for $125,000 face amount of his debenture plus accrued interest.  The Company is also in default on an
employment contract it had with a former Chief Executive Officer.  (See Executive Compensation at Item 10).

PART II

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

The
Companys common stock is traded on the OTC Bulletin Board  (OTCBB) 
under the symbol IQUN.  From
July 15, 1991 until June 9, 1994, the Companys common stock had been traded on
the NASDAQ Small-Cap Market System under the symbol CCAP.  On June 9, 1994, the stock was de-listed by
NASDAQ for failure to maintain an adequate bid price.

The
following table sets forth, for the periods indicated, the range of high and
low bid prices of the Companys common stock. 
The prices represent quotations between dealers without adjustment for
retail markups, markdowns or commissions and may not represent actual
transactions.

Fiscal Year Ended
  March 31, 2000
  High
  Low
  Fiscal Year Ended
  March 31, 2001
  High
  LowFirst Quarter
  $.005
  $.005
  First Quarter
  $.625
  $.062Second Quarter
  $.812
  $.005
  Second Quarter
  $.500
  $.000Third Quarter
  $.750
  $.010
  Third Quarter
  $.375
  $.000Fourth Quarter
  $.562
  $.062
  Fourth Quarter
  $.156
  $.031The
Company has never paid a cash dividend on its capital stock and does not expect
to pay a cash dividend in the foreseeable future.  No dividends may be paid on common stock unless adequate
provision has been made for payment of all dividends, if any, due with respect
to its Series B  and Series C Preferred
Stock.

As
of March 31, 2001, the Company had approximately 1200 shareholders of record.

Recent Sales of Unregistered Securities.

Effective
January 1, 2000, the Company entered into a stock exchange agreement to acquire
all of the outstanding common stock of Entrenaut, Inc.  The Company relied on the exemption provided
by Rule 506 of Regulation D for exemption from registration of the Series C
Preferred Stock issued in the exchange.

During the fiscal
year ended March 31, 2001, the Company sold $109,256 in convertible
subordinated debentures.  The Company
also sold $265,000 in senior convertible debentures. The Company relied on the
exemption provided in Rules 505/506 for these sales of unregistered securities.

ITEM 6.  PLAN OF
OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN
CONJUNCTION WITH THE COMPANYS CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
THERETO INCLUDED ELSEWHERE IN THIS REPORT. 
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE DISCUSSION
IN THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES, SUCH AS STATEMENTS OF THE COMPANYS PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS.  THESE
FORWARD-LOOKING STATEMENTS OF THE COMPANY ARE BASED ON THE CURRENT EXPECTATIONS
OF THE COMPANY, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THIS
INFORMATION.  THE COMPANYS ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HERE.

IQUniverse, Inc. 
OVERVIEW

At
the time the Company refocused its business model away from that of an
incubator and holding company for Internet related concepts and companies, we
defined its mission as using the Internet as a tool to provide students and
schools with value-added products and services.  The first product offered, IQTrust, provides the ability to
receive rebates on transactions made on the Internet.  These rebates can then be applied to a students tuition or to the
school.  This focused program was test
marketed at two schools in Minnesota and we have determined through the test
market results that there is a much more powerful application that could
efficiently and effectively target a higher value-added solution for both the
students and for the institution.

The
higher value solution that was lacking at both of the test market campuses is a
suite of tools that support todays learning needs for the institution.  This community includes students and
administration, and alumni.

IQUniverse
developed a detailed understanding and validation of this market niche by
conducting a primary research campaign targeting both students and alumni
organizations.  Indeed, IQUniverse
learned that schools (particularly smaller, private colleges and mid-range
public institutions) are very good at creating a feeling of pride and loyalty
in their graduates.   What they dont do
particularly well is the use of automated tools and systems to improve their
effectiveness or their reach.

IQUniverse
is quickly re-positioning to take advantage of this expanded niche.  The original e-commerce and affiliate
marketing capability will be incorporated into a new tool set that includes
online software solutions, storage, and research tools.

To
support this strategy, IQUniverse signed a letter of intent on June 1, 2001
with Chris Schmidt the CEO and sole owner of Microsel, Inc. and majority owner
of Digital Green, LLC.  Mr. Schmidt is
the creator of the IQSoftware concept (the Product).  Microsel, a company Mr. Schmidt founded, is
a distributor and manufacturer of custom computing solutions.  Microsel works with many software firms such
as Microsoft and Oracle.  They license
software and enhance or customize it to meet the needs of a specific client/user,
particularly as it applies to integration with existing software platforms and
systems.  If we can successfully acquire
the IQSoftware concept, Microsel will transfer the Product consisting of the
concept and related intellectual property software, computer(s)
and related software to the Company. 
Additionally we will enter into an agreement with Chris Schmidt whereby
he agrees to provide on an ongoing basis, pursuant to a fee schedule to be
agreed upon, the entire back end services necessary to provide the Product to
end users, including but not limited to, connectivity and web hosting, other
enabling services and software development. 
Digital Green is a full service internet working development agency with
its primary focus being getting clients connected, working and doing business
on the Internet.  Digital Green has
expertise in the following areas: LAN/WAN Networking, Network Monitoring, Data
Security and Electronic Commerce. 
Together Microsel and Digital Green will develop the backbone of
IQSoftware.  Under the terms of the
letter of intent, Mr. Schmidt would receive 200,000 shares of the Companys
common stock in exchange for the Product. 
The transaction is scheduled to close in August or September, 2001 upon
completion of a feasibility study.

IQSoftware
services will enable institutions to provide improved access and a greater
array of software options for each student at reasonable costs.  Students, who now pay upwards of $100 per
semester in fees to their school for limited access to software, will now
receive a greater value.  Both the
school and the students win because IQSoftware services enable both the school
and the students to gain greater access to software at less cost.  IQUniverse will be paid in advance for
providing this secure service.

Additionally,
IQUniverse plans to offer a cyberspace hard drive.  Many students who are using IQSoftware will want to be able to
store their projects online.  This will
become even more critical as students migrate to using hand-held devices such
as Palm Pilots, Visors, and cell phones rather than laptops or desktop
computers.  The Company believes that
hand-held devices will become a lot more commonplace in the next few years.  IQStorage will facilitate this
revolution.  Every student who uses
IQSoftware will be a candidate to also use IQStorage.  Like IQSoftware, IQUniverse will be paid in advance for providing
this secure service.

IQResearch
is another tool that IQUniverse plans to add. 
This is an educational product that offers an on-line service with which
a student can more effectively complete research, a term paper or thesis.  The company that IQUniverse is planning to
partner with to provide this service already has a database of nearly 45,000
books.  Through a series of simple queries
it is possible to identify specific books, chapters and other relevant
information on just about any subject. 
In this manner one can construct a paper and automatically document the
references for use in the required bibliography.  It will cost approximately $9.95 for a student to use IQResearch
for one week or as much as $149 for unlimited access for an entire school year.

The
Company is currently negotiating with its potential partner and we anticipate
that they will grant a license to any school that partners with
IQUniverse.  The Company will earn 50%of
the total charge for access to this service through IQUniverse.  As with the other new tools the service will
be paid for before it is used.

IQUniverses
initial target is the small to medium sized institutions.  Initially, IQUniverse will focus on Midwest
schools and intends to secure agreements with eight (8) schools or 72,000
undergraduates in the first post-launch year. 
The Company plans to scale nationally in year two.  Nationwide there are 2,126 colleges that can
be classified as small to medium sized institutions.  Small to medium is defined as less than 20,000 full time
students.  Of these schools, 96% are private
colleges and 4% are publicly funded institutions.  100% of these schools have alumni associations affiliated with
the institution.

IQUniverses
solution platform creates a financially responsive, definable, target-able
community of interest.  Since schools
and their respective students pay technology fees prior to each school year
and/or semester, IQUniverse will also require that monies be received up
front.  Once monies are received,
IQUniverse will allow students access to the suite of software applications and
provide all hosting services required to successfully deliver the offering.  The Company intends to partner with a major
hosting provider to support this end of the business.

Students
will access software via the IQUniverse site and will be required to enter
their student ID and password to use it. 
Once at the IQUniverse site, students will automatically have exposure
to other IQUniverse program offerings such as IQTrust, IQStorage and
IQResearch, ultimately creating free marketing for the Company.  Alumni, parents and others will also have
the opportunity to access IQUniverse at any time as they currently do.  Their only limitation will be access to the
IQSoftware suite.

To
take the concept one step further, IQUniverse begins to build a sense of
community when the students first enter the campus and carries through with
programs and automated tools designed to keep them involved long after
graduation.

The
IQUniverse solution features implementation, conversion, training and support
consulting services that takes the guess work out of installing and managing
systems in the most efficient manner possible. 
Software implementation can make or break the success of any information
system regardless of industry.  Services
range from overall project management, process redesign, to implementation
consulting.  In addition, proven
software implementation methodologies are used and customized to each clients
specific module and support level needs.

The
Company has most recently been funding its obligations through the private
placement sale of subordinated debentures and personal loans from Paul
Crawford, the Companys CEO.  The
Company plans to seek additional funds in the private or public equity or debt
markets in order to maintain and expand the IQUniverse offerings.  The Companys long-term success depends upon
its ability to attract capital and it may not be able to obtain such financing
when needed or on acceptable terms in which case the Companys ability to
execute its business strategy will be seriously impaired.

The
Company does not anticipate adding any staff until additional funding is
realized.

On
February 16, 2001, the Company enacted a one for twenty reverse split of its
capital stock.

ITEM 7.  FINANCIAL
STATEMENTS.

See Appendix.

PART III

ITEM 9.  DIRECTORS AND
EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors and Executive Officers

Stated
as follows are the names, ages and positions of each of the directors and
executive officers of IQUniverse, Inc., the year when each director became a
member of the Board of Directors and information regarding the business experience
of each of the identified persons during the past five years.  Under the provisions of the Bylaws of the
Company, directors are elected to serve for a term expiring at the next annual
meeting of shareholders and until their successors are elected and
qualify.  Officers are elected to serve
for an indefinite term.

Name
  Age
  Director
  Since
  PositionPaul D. Crawford
  65
  1999
  Director and Chief
  Executive OfficerDaniel C. Neisen
  38
  1999
  DirectorAndrew V Johnson
  45
  2000
  DirectorJill Miyamoto
  35
  2000
  President and Chief
  Operating OfficerPaul D. Crawford,is the Chief Executive Officer of IQUniverse, Inc.  From July 1995 to June 1996, he was Chief Executive Officer of
Restaurant Concepts, Inc.  From July
1993 through January 1996, he was also a registered securities
representative.  On September 15,
1997, without admitting or denying the allegations, Crawford accepted a censure
and two years suspension from the securities industry by agreement with NASD Regulation,
Inc.  In December 1996, Mr. Crawford
declared personal bankruptcy and was discharged in March 1997.  Mr. Crawford has been involved in numerous
early stage companies through Crawford Capital Corporation.  Mr. Crawford has been an entrepreneur as
well as a venture capitalist.  In 1981,
he founded Cellcom Corporation to file for the first Twin Cities wireless
cellular telephone license.  Cellcom was
funded by a small group of Twin Cities entrepreneurs, Cellcom subsequently
entered into a strategic relationship with MCI.  MCI/Cellcom was issued the license by the F.C.C. in 1983 and
began operating in 1984.  The
MCI/Cellcom cellular license was acquired by McCaw Communication in July, 1986.

Daniel C. Neisen,along with his brother, Dennis, founded Neisen Brothers Partnership in
1980.  The Partnership acquires and
manages several on and off sale municipal liquor establishments in Minnesota
and also owns extensive farmland in Central Minnesota.

Andrew V (Andy) Johnson,is
an advisor to technology and Internet related enterprises.  He participates as a board member, advisory
board member, investor and consultant to various companies.  These companies include software companies,
fiber optic networks, logistics companies and direct to the consumer dot coms.  Prior to his current focus, Johnson was President
of e-commerce at Fingerhut Companies, Inc. 
Johnson began his career at Fingerhut in 1978.

Jill Miyamoto,prior
to joining the Company Ms. Miyamoto was a Business and Market Development
Director for Survivalink Corporation, where she created integrated sales and
marketing plans and developed a channel strategy that facilitated business
sales growth by over 100% in a 12-month period. Before Survivalink, she
directed the Aftermarket division for Rollerblade, increasing sales from $400K
to over $11MM in an 18-month period. 
She is also co-owner of a restaurant concept.  Ms. Miyamoto has a B.A. from St. Cloud State University.

Key Employees:

Deanna Dalberg,Vice
President of Sales.  Ms. Dalberg has
extensive experience in developing ground-up implementation systems,
fundraising, and establishing educational, research, and membership
programs.  Her background includes:
Executive Director, Minnesota Colorectal Cancer Initiative; Director, Marketing
and Communications, Colon and Rectal Surgery Associates, Ltd.; Director of
Fundraising, Salvation Army Saint Paul.

Angela Campbell,Director of Merchant Relations.  Ms.
Campbell has been involved in researching, evaluating feasibility of and
developing Merchant Programs, implementing initial network systems, and is knowledgeable
of the infrastructure of Search Engines such as Altavista, Excite, and
Infoseek.  Her experience includes:
Affiliate Manager, Entrenaut; Affiliate Recruiter, Commission Junction; and
Account Manager, Pagelab Network.

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section
16(a) of the Securities Exchange Act of 1934 requires the Companys directors
and executive officers and persons who own more than ten percent of a
registered class of the Companys equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company.  Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

The Company has not
made the required filings pursuant to Section 16(a) of the 1934 Act since new
management took office in July, 1999. 
This oversight will be immediately corrected by filing all past due
reports. Compliance with Section 16(a) will be maintained in the future.

The
individuals who were directors, executive officers or beneficial owners of more
than ten percent of any class of equity securities of the registrant that
failed to file on a timely basis during the most recent fiscal year or prior
fiscal years are as follows:

Paul D.
Crawford:  Form 3 (1999), Form 5 (fiscal
1999, 2000, 2001)

Daniel and
Dennis Neisen Partnership:  Form 3
(1999), Form 5 (fiscal 1999, 2000, 2001 )

K&J
Investments:  Form 3 (1999), Form 5
(fiscal 1999, 2000, 2001)

Daniel C.
Neisen:  Form 3 (1999), Form 5 (fiscal
1999, 2000, 2001)

Andrew V.
Johnson:  Form 3 (2001), Form 5 (fiscal
2001)

Jill
Miyamoto:  Form 3 (2001), Form 5 (fiscal
2001)

ITEM 10.  EXECUTIVE
COMPENSATION

The
following table summarizes the executive compensation for the persons who
served as Chief Executive Officers of the Company during the fiscal 2001.

SUMMARY COMPENSATION TABLE

Annual
  Compensation
  
  Long
  Term
  Compensation AwardsName and Principal
  Positions
  Fiscal
  Year
  Salary
  Other
  Annual
  Compensation
  OptionsPaul Crawford CEO of
  IQUniverse Inc.received no
  compensation in 2000 or 2001.
  2001
  0
  0
  0Jill Miyamoto,
  President and ChiefOperating Officer of
  IQUniverse, Inc.
  2001
  $100,000.
  0
  7,250The following table summarizes grants of
options to the person who served as Chief Executive Officer of the Company
during fiscal 2001.

OPTION GRANTS IN LAST FISCAL
YEAR(Individual Grants)

Name
  Options
  Granted
  (No.)
  Percent
  of
  Total Options
  Granted to
  Employees
  in Fiscal Year
  Exercise
  or
  Base Price
  ($/Share)(1)
  Expiration
  DatePaul D.
  Crawford
  0
  0
  0
  0The following table summarized the
purchases of the Companys common stock pursuant to the exercise of options (as
well as the number and value of unexercised options) granted to the person who
served as the Chief Executive Officer of the Company during fiscal 2001.

AGGREGATED OPTION EXERCISE IN
LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES

Name
  Shares
  Acquired
  on 
  Exercise 
  (No.)
  Value
  Realized(1)
  Number
  of
  Unexercised
  Options at
  FY-End (No.)
  Exercisable/
  Unexercisable
  Value
  of
  Unexercised
  In-the-Money
  Options at
  FY-End(1)
  Exercisable/
  UnexercisablePaul D.
  Crawford
  None
  None
  None
  None___________________

(1) Options are in-the-money if the
fair market value of the underlying shares at fiscal year end is greater than
the exercise price.



Employment Agreement

On
August 1, 1993, Vincent G. Ella, then Chairman of the Board of Directors of the
Company, was elected Chief Executive Officer of the Company.  Effective as of September 1, 1993, the
Company entered into a five-year employment agreement with Mr. Ella.  Pursuant to that agreement, Mr. Ella was to
receive a base salary of not less than $120,000 per year together with yearly
increases of not less that 10%  The
Agreement also provided that Mr. Ella shall receive options to purchase not
less than 100,000 shares on September 1 of 1994, 1995, 1996 and 1997 at the
then current market value.  All such
options to be immediately exercisable and to expire ten years from the date of
grant.  If the agreement is terminated
by Mr. Ella for good cause, as defined in the agreement, the Company must pay
him an amount equal to his base salary for the remaining term of the
agreement.  On October 20, 1994, Mr.
Ella notified the Board of Directors that the Company was in breach of the
agreement by virtue of its inability to pay him his salary or reimburse expenses
as they became due.  Mr. Ella advised
the Board that unless the breach was cured, he would treat the situation as a
constructive termination without cause, thus leaving him free to seek other
employment, which he did.  The Company
has an ongoing obligation under the terns of the agreement.  At March 31, 1995, the Company had $39,230 in
unpaid compensation due Mr. Ella accrued for calendar year 1994, for which the
Company is indebted to him along with his contract salary for calendar years
1995, 1996 and 1997 totaling approximately $600,000.  In fiscal 2000, the Company paid Mr. Ella $15,000 of the accrued
1994 unpaid compensation.  In fiscal
2001, the Company paid Mr. Ella $6,000 of the accrued 1994 unpaid compensation.

Directors Fees

Directors
of the Company receive no cash compensation for serving as directors.  Directors may be paid a fee of $100 per hour
for extraordinary services beyond normal duties as a director.  No such fees were paid in fiscal 2001.  Mr. Andy Johnson was granted options to
purchase up to 12,500 shares of common stock on January 1, 2001 in connection
with his becoming a director of the Company.

ITEM 11.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
following information is given as of March 31, 2001, with respect to each
person who is known to the Company to be the beneficial owner of more than 5
percent of any class of its capital stock, each director of the Company
individually, and by all directors and executive officers of the Company as a
group.  Unless otherwise indicated, each
such beneficial owner is believed to hold the common stock with sole voting and
investment power.

AS OF
MARCH 31, 2001:

Title of Class
  Name and Address of
  Beneficial Owner
  Amount
  and Nature of Beneficial Ownership
  Percent
  of ClassCommon Stock
  Paul D. Crawford(1)
  7718 Taylor Street NE
  Spring Lake Park, MN 55432
  27,500
  4.20Common Stock
  Daniel and Dennis
  Neisen(2) Partnership
  125 North Meridian Street
  Belle Plaine, MN 56001
  125,000
  19.27Common Stock
  All Directors and
  Executive Officers as a Group (2 persons)
  152,500
  23.55Series B Preferred
  Neisen Farm
  125 North Meridian Street
  Belle Plaine, MN 56011
  6,000
  7.53Series B Preferred
  K&J Investments.
  6291 West 230th Street
  Belle Plaine, MN 56011
  10,000
  12.55Series B Preferred
  Susan K. Thomas and
  James W. Brehl, as Trustees of the William H. Thomas Family Trust
  3265 Robinsons Bay Road
  Wayzata, MN 55391
  5,000
  6.28Series B Preferred
  William Bruggeman
  20 Anemone Circle
  North Oaks, MN 55127
  5,000
  6.28Series B Preferred
  William P. Bernard
  Rapid City, SD
  12,500
  15.69Series B Preferred
  Marilyn G. Erickson
  Rapid City, SD
  11,860
  14.89Series C Preferred
  Dolores E. Crawford(3)
  7118 Taylor Street NE
  Spring Lake Park, MN 55432
  20,000
  10.00Series C Preferred
  Paul D. Crawford(1)7118 Taylor Street NE
  Spring Lake Park, MN 55432
  41,653
  20.83Series C Preferred
  Daniel and Dennis
  Neisen Partnership
  125 North Meridian Street
  Belle Plaine, MN 56001
  12,500
  6.25Series C Preferred
  K&J Investments
  6291 West 230th Street
  Belle Plaine, MN 56011
  12,750
  6.38Series C Preferred
  Gary Macho
  24774 East Cedar Lake Drive
  New Prague, MN 56071
  15,300
  7.65Series C Preferred
  StoreItOnLine.Com,
  Inc.
  c/o Jean-Paul Lamere
  512 Virginia Avenue
  Minneapolis, MN 55356
  15,000
  7.50(1)Mr. Crawford is the CEO of the
Corporation.

(2)Daniel Neisen is a Director of the
Company.

(3)Dolores Crawford is the wife of Paul
Crawford.

ITEM 12.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.

Upon
becoming a director and CEO of the Company in July, 1999, Paul D. Crawford
subscribed to purchase 500,000 shares of common stock (pre reverse split) at a
price of $.04 per share as part of the reorganization.

Prior
to the acquisition of all of the outstanding common stock of Entrenaut, Inc.,
Paul D. Crawford, the Chief Executive Officer and Director of the Company owned
23.43% of Entrenaut, Inc. and as a result of the stock exchange of the
Companys Series C preferred stock for Entrenaut, Inc. common stock, he
individually owns 41,653 shares of the Series C convertible stock making him
the largest holder of this series and when combined with the 20,000 shares of
Series C he assigned to his wife, Delores Crawford, gives him a 30.83%
ownership of the Series C preferred stock. 
Assuming the conversion of the 
Series C preferred stock, Mr. Crawford owns 17.21% of the common stock
of the Company.

Through
its subsidiary, Entrenaut, Inc., the Company previously acquired minority
interests in two companies for which it provided incubator services:  Chefinabox, Inc. and OfficeCause.com, Inc.  Both of these companies were controlled by
Paul D. Crawford, the Companys Chief Executive Officer and Director who owned
68.96% and 77.77% of the two companies respectively. Chefinabox,Inc has ceased
operations and OfficeCause.com was renamed IQ Trust, Inc.  Subsequently, Mr. Crawford canceled his
stock in IQ Trust, Inc. giving Entrenaut, Inc. 100% ownership and the Company
was then merged into Entrenaut.

Paul D.
Crawford was also a co-founder and is a significant shareholder of Commission
Junction, Inc., a company in which the Company has acquired a minority interest
for investment purposes.  Mr. Crawford
is no longer an officer or director of Commission Junction, Inc.

ITEM 13.EXHIBIT LIST
AND REPORTS ON FORM 8-K

(a)         Exhibits

EXHIBIT
  NUMBER
  DESCRIPTION2.1
  Amended Plan of Reorganization, dated October 16,
  1989.  (Exhibit 2.2) (1)2.2
  Articles of Merger and Restated Articles of
  Incorporation, dated February 27, 1990 with Medical Funding Corporation.  Exhibit 2.2) (1)2.3
  Agreement and Plan of Merger, dated June 28, 1991 with
  A-1Engineering,
  Inc., Gordon Neuman and Clayton Neuman. 
  (Exhibit 2.1) (3)2.4
  Articles of Merger and Agreement and Plan of Merger,
  dated April 2, 2001, with IQ Universe, Inc. (Exhibit 99.2) (15)3.1
  Amendments to Articles of Incorporation dated February
  14, 2001 and April 2, 2001, attaching Certificate of Creation of Series C
  Convertible Preferred Stock*3.2
  Bylaws. 
  (Exhibit 3.1) (1)4.1
  Form of stock purchase warrant.  (Exhibit 4.2) (1)4.2
  Warrant Agreement (Exhibit 4.3) (1)4.3
  Certificate of Creation of Series A. Convertible
  Preferred Stock.  (Exhibit 10.2) (9)4.4
  Designation of Rights and Preferences of Series B
  Convertible Preferred Stock (Exhibit 10.2) (9)4.5
  Certificate of Designation of Additional Shares of Series
  B Convertible Preferred Stock. 
  (Exhibit 10.1) (10)4.6
  Articles of Correction of Designation of Additional
  Shares of Series B Convertible Preferred Stock.  (Exhibit 10.2) (10)4.7
  Statement of Cancellation of Designation of Series A
  Convertible Preferred Stock.  (Exhibit
  4.7) (12)10.1
  Amended and Restated 1990 Stock Option Plan. (5)10.2
  Outside Directors' Option Plan.  (Exhibit 10.10) (2)10.3
  First Amendment to Outside Directors' Option Plan.  Exhibit 10.9) (4)10.4
  Non-qualified, Non-Plan Option granted to John B.
  Knauff, March 31, 1994.10.5
  Non-qualified, Non-Plan Option granted to Lewis N.
  Mirviss, March 31, 1994.10.6
  Employment Agreement dated effective September 1, 1993,
  by and between Vincent G. Ella and Calendar Capital, Inc. (Exhibit 10.3) (10)10.7
  Employment Agreement with Robert J. Keyport, dated
  November 2, 1992.  (Exhibit 10.10) (7)10.8
  Severance Agreement with Gregory J. Ruehle, dated
  November 2, 1992.  (Exhibit 10.11) (7)10.9
  Employment Agreement, dated effective July 19, 1993, by
  and between John B. Hendricks and Caribbean Casinos, Ltd.  (Exhibit 10.20) (12)10.10
  Employment Agreement, dated effective July 19, 1993, by
  and between Valerie B. Hendricks and Caribbean Casinos, Ltd.  (Exhibit 10.21) (12)10.11
  Employment Agreement, dated effective July 19, 1993, by
  and between Philip H. Plowright and Caribbean Casinos, Ltd.  (Exhibit 10.22) (12)10.12
  Asset Purchase Agreement with Follow Motion Limited,
  dated December 12, 1992. (6)10.13
  Amendment #1 to Asset Purchase Agreement, effective
  September 30, 1993. (13)10.14
  Amendment #2 to Asset Purchase Agreement, effective
  April 28, 1994. (13)10.15
  Lease with NWC Limited Partnership, dated May 18,
  1993.  (Exhibit 10.12) (7)10.16
  Sublease with Faegre & Benson, a Minnesota general
  partnership, dated May 7, 1993. 
  (Exhibit 10.13) (7)10.17
  Assignment of Lease and Consent to Assignment, dated
  May 16 19 (13)10.18
  Lease by and between MEPC American Properties, Inc. and
  the Company, dated April 20, 1994. (13)10.19
  Share Purchase Agreement, dated April 2, 1994, with
  Lightning Bingo (Exhibit 2.1) (11)10.20
  Escrow Agreement, with respect to Lightning
  Casino.  (Exhibit 2.2) (11)10.21
  Promissory Note with respect to Lightning Casino.  (Exhibit 2.3) (11)10.22
  Unanimous Shareholders Agreement with respect to
  Lightning Casino.  (Exhibit 2.4) (11)10.23
  Operating Management Agreement with respect to
  Lightning Casino.  (Exhibit 10.1) (11)10.24
  Plan of Reorganization of Lilly Belle's, Inc. proposed
  by the Debtor in Possession and Calendar Capital, Inc., dated January 31,
  1994.  (Exhibit 10.24) (12)10.25
  Disclosure Statement to Accompany Plan of
  Reorganization, dated January 31, 1994. 
  (Exhibit 10.25) (12)10.26
  Amended Disclosure Statement to accompany the Plan of
  Reorganization of Lilly Belle's, Inc. proposed by the Debtor and Calendar
  Capital, Inc., dated January 31, 1994. (13)10.27
  Letter Agreement dated July 6, 1993, by and among Calendar
  Capital, Inc., Mark J. Kallenbach and Johnnie L. Ransom.  Exhibit 10.14) (12)10.28
  Cabinet Decision, dated June 26, 1991, permitting
  casino vessel operation.  (Exhibit
  10.16) (12)10.29
  Cabinet Decision, dated October 8, 1993, with respect
  to casino vessel operation.  (Exhibit
  10.16) (12)10.30
  Bareboat Charter Agreement, dated July 19, 1993, by and
  between Sea Dancer, Inc. and Alpha Travel (Antigua) Limited.  (Exhibit 10.17) (12)10.31
  Assignment and Assumption Agreement, dated July 21,
  1993, by and between Alpha Travel (Antigua) Limited.  (Exhibit 10.18) (12)10.32
  Contract for Sale and Purchase, dated September 3,
  1993, by and between Emerald Syndicate, Inc. and Calendar Capital, Inc.  (Exhibit 10.19) (12)10.33
  Stock exchange Agreement, dated January 1, 2000,
  between Calendar Capital, Inc. and Entrenaut, Inc. (Exhibit 10.1)(14)16.1
  Letter of Ernst & Young.  (Exhibit 10.1) (8)21.1
  Subsidiaries of Registrant. (13)*
  Filed herewith(1)
  Incorporated by reference
  to the specified exhibit to the Form 8-K dated July 5, 1990.(2)
  Incorporated by reference
  to the specified exhibit to the Form 10-K Annual Report for the fiscal year
  ended March 31, 1991.(3)
  Incorporated by reference
  to the specified exhibit to the Form 8-K dated July 11, 1991.(4)
  Incorporated by reference
  to the specified exhibit to the Form 10-K Annual Report for the fiscal year
  ended March 31, 1992.(5)
  Incorporated by reference
  to the Proxy Statement for the August 20, 1992 Annual Meeting of
  Shareholders.(6)
  Incorporated by reference
  to the Proxy Statement for the March 26, 1993 Annual Meeting of Shareholders.(7)
  Incorporated by reference
  to the specified exhibit to the Form 10-KSB, Annual Report for the fiscal
  year ended April 3, 1993.(8)
  Incorporated by reference
  to the specified Form 8-K, dated August 10, 1993.(9)
  Incorporated by reference
  to the specified exhibit to the Form 10-QSB/A Quarterly Report for the
  quarter ended October 2, 1993.(10)
  Incorporated by reference
  to the specified exhibit to the Form 10-QSB/A Quarterly Report for the
  quarter ended January 1, 1994.(11)
  Incorporated by reference
  to the Form 8-K, dated April 2, 1994.(12)
  Incorporated by reference
  to the specified exhibit to the Registration Statement on Form S-1, filed
  with the Commission on March 4, 1994.(13)
  Incorporated by reference
  to the specified exhibit to the Form 10-KSB, Annual Report for the fiscal
  year ended April 2, 1994.(14)
  Incorporated by reference
  to the specified exhibit to the Form 8-K dated February 1,2000.(15)
  Incorporated by reference
  to the specified exhibit to the Form 8-K dated April 11, 2001.A copy of any of the exhibits listed or referred to
herein will be furnished at a reasonable cost to any person who was a
stockholder of the Company as of June 30, 2000, upon receipt from any such
person of a written request for any such exhibit.  Such request should be sent to IQUniverse, Inc., 65 Main Street
SE, Suite 141, Minneapolis, Minnesota 55414.

(b)        Reports
on Form 8-K.During the
last quarter of the period covered by this report, a Form 8-K was filed
February 20, 2001, regarding a 1-for-20 reverse split of all of the capital
stock of the Registrant.

SIGNATURES



In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

IQUNIVERSE, INC.Dated:  July 13, 2001.
  By:
  /s/ Paul D. CrawfordPaul D. CrawfordIts:
  Chief Executive Officer

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 date indicated.

/s/ Paul D. Crawford
  Chairman of the Board of
  Directors
  July 13, 2001Paul D. Crawford/s/ Jill Miyamoto
  President and COO
  July 13, 2001Jill Miyamoto/s/ Dan Neisen
  Director
  July 13, 2001Dan NeisenDirector
  July 13, 2001Andy JohnsonAPPENDIX

Financial Statements



INDEPENDENT
AUDITORS' REPORT



Board of Directors
IQUniverse, Inc.
Minneapolis, Minnesota

We have audited the balance sheets of
IQUniverse, Inc. (formerly known as Calendar Capital, Inc. and Subsidiary dba
Entrenaut, Inc.) as of March 31, 2000 and 2001, and the related statements of
operations, shareholders' equity and cash flows for the periods from July 1,
1999 (inception) through March 31, 2000 and year ended March 31, 2001.  These financial statements are the responsibility
of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of IQUniverse, Inc. as of March 31, 2000 and 2001, and the results of
its operations and its cash flows for the period and year then ended, in conformity
with generally accepted accounting principles.

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 and Note 2, a significant portion of the Company's
assets are investments in start-up companies that have not yet developed
profitable operations and that need additional capital. Also, the Company has
incurred significant losses since inception and needs to raise additional
capital.  These factors raise
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in regard
to these matters also are described in Note 1. 
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/ Schechter Dokken Kanter Andrews &
Selcer Ltd

July 16, 2001
Minneapolis, Minnesota

IQUNIVERSE, INC.

BALANCE SHEETS  MARCH 31, 2000
AND 2001

2000
  2001Assets:Current assets:Cash
  $22,040
  $553Related party receivables
  
  47,000Prepaid and other
  46,098
  18,612Total current assets
  68,138
  66,165Property and equipment, net of
  accumulated depreciation of $1,125 in 2000 and $8,668 in 2001
  25,353
  32,134Investments, net of valuation
  allowance of $0 and $495,000 for 2000 and 2001, respectively
  1,384,534
  434,500Goodwill, net of accumulated
  amortization and write-off of $32,501 and $325,013 in 2000 and 2001,
  respectively
  292,5121,702,399
  466,634Total assets
  $1,770,537
  $532,799Liabilities and shareholders' equity:Current liabilities:Note payable, bank
  $242,000
  $200,000Notes payable, other
  200,000
  60,000Convertible debentures
  385,000
  385,000Convertible subordinate
  debentures
  115,000
  100,000Accounts payable
  153,493
  33,972Accounts payable, related
  party
  19,302
  48,996Accrued expenses
  259,807
  327,830Due to related party
  14,800
  718,094Total current
  liabilities
  1,389,402
  1,873,892Convertible subordinate debentures
  
  389,256Shareholders' equity (deficiency):Preferred stock:Series B convertible
  17,632
  882Series C convertible
  39,921
  2,000Common stock
  129,764
  6,488Additional paid-in capital
  667,749
  906,485Stock subscriptions
  receivable
  (124,000)
  (124,000)Accumulated deficit
  (349,931)
  (2,522,204)381,135
  (1,730,349)Total liabilities and
  shareholders' equity
  $1,770,537
  $532,799See
notes to financial statements.

IQUNIVERSE,
INC.

STATEMENTS OF OPERATIONS

Period
from July 1, 1999 (inception) through March 31, 2000
and year ended March 31, 2001

2000
  2001Related party
  management and consulting fees
  $1,016,646
  $189,120Less direct costs
  466,063
  176,845Net revenues
  550,583
  12,275General and
  administrative expenses
  656,163
  1,025,826Gain on sale of
  investment
  
  (249,960)Equity in losses of
  affiliated companies
  225,298
  45,385Loss due to
  revaluation and write down of impaired assets
  
  1,405,754881,461
  2,227,005Loss from operations
  (330,878)
  (2,214,730)Interest:Income
  7,604
  33,603Expense
  (23,357)
  (143,017)Loss before income
  taxes and extraordinary gain
  (346,631)
  (2,324,144)Extraordinary gain,
  write-off of note payable, other
  
  150,000Loss before income
  taxes
  (346,631)
  (2,174,144)Income tax expense
  (benefit)
  3,300
  (1,871)Net loss
  $(349,931)
  $(2,172,273)Loss per common share,
  basic and diluted
  $(1.62)
  $(3.35)Weighted average
  number of common shares, basic and diluted
  216,273
  648,821See
notes to financial statements.

IQUNIVERSE, INC.

STATEMENTS OF SHAREHOLDERS'
EQUITY

Period
from July 1, 1999 (inception) through March 31, 2000
and year ended March 31, 2001

Preferred
  stock,
  Preferred
  stock,Series
  B convertible
  Series
  C convertible
  Common
  stock100,000
  shares
  200,000
  shares
  700,000
  sharesauthorized,
  par
  authorized,
  par
  authorized,
  parvalue
  $.01
  value
  $.01
  value
  $.01Shares
  Amount
  Shares
  Amount
  Shares
  AmountIssuance of stock
  (from $.13 to $2.50 per share)
  
  
  3,992,128
  $39,921Issuance of  stock options and warrantsReverse acquisition of
  Calendar Capital, Inc.
  1,763,200
  $17,632
  
  
  12,976,418
  $129,764Net lossBalance, March 31,
  2000
  1,763,200
  17,632
  3,992,128
  39,921
  12,976,418
  129,764Warrant adjustmentWarrant exercised
  
  
  33,334
  333Company expense
  incurred by Chief Executive OfficerCancellation of Chief
  Executive Officer stock
  
  
  (25,462)
  (254)Value adjustment for
  1-20 Reverse split
  (1,675,040)
  (16,750)
  (3,800,000)
  (38,000)
  (12,327,597)
  (123,276)Net lossBalance, March 31,
  2001
  88,160
  $882
  200,000
  $2,000
  648,821
  $6,488Additional
  Stockpaid-in
  subscriptions
  Accumulatedcapital
  receivable
  deficit
  TotalIssuance of stock
  (from $.13 to $2.50 per share)
  $1,434,034
  $(100,000)
  
  $1,373,955Issuance of  stock options and warrants
  57,253
  
  
  57,253Reverse acquisition of
  Calendar Capital, Inc.
  (823,538)
  (24,000)
  
  (700,142)Net loss
  
  
  $(349,931)
  (349,931)Balance, March 31,
  2000
  667,749
  (124,000)
  (349,931)
  381,135Warrant adjustment
  (2,086)
  
  
  (2,086)Warrant exercised
  24,667
  
  
  25,000Company expense
  incurred by Chief Executive Officer
  15,675
  
  
  15,675Cancellation of Chief
  Executive Officer stock
  22,454
  
  
  22,200Value adjustment for
  1-20 Reverse split
  178,026Net Loss
  
  
  (2,172,273)
  (2,172,273)Balance, March 31,
  2001
  $906,485
  $(124,000)
  $(2,522,204)
  $(1,730,349)See
notes to financial statements.

IQUNIVERSE, INC.

STATEMENTS OF CASH FLOWS

Period
from July 1, 1999 (inception) through March 31, 2000
and year ended March 31, 2001

2000
  2001Cash flows from
  operating activities:Net loss
  $(349,931)
  $(2,172,273)Adjustments to reconcile net loss
  to net cash provided by (used in)operating activities:Warrant value adjustment
  
  (2,086)Depreciation
  1,125
  7,291Company expenses incurred by
  the Chief Executive Officer
  
  37,875Amortization
  32,501
  16,251Revaluation and write down of impaired assets
  
  1,405,754Write off note payable, other
  
  (150,000)Equity in losses of
  affiliated companies
  225,298
  45,385Gain on sale of investments
  
  (249,960)Issuance of stock warrants
  19,753Change in operating assets and
  liabilities:Prepaid and other
  602
  14,836Accounts payable
  152,495
  (119,521)Accounts payable, related
  party
  19,302
  29,694Accrued expenses
  23,013
  105,365Net cash provided by (used in)
  operating activities
  124,158
  (1,031,389)Cash flows from
  investing activities:Purchase of property and equipment
  (26,478)
  (14,072)Cash acquired in reverse acquisition of Calendar Capital, Inc.
  5,950Investments:Cash paid for investments
  (1,071,000)
  (392,694)Proceeds from sale of
  investments
  
  383,460Advances to affiliates
  (1,031,345)Payments received from
  affiliates
  412,500Net cash used in investing
  activities
  (1,710,373)
  (23,306)2000
  2001Cash flows from
  financing activities:Proceeds from:Note payable, bank
  $242,000
  $8,000Issuance of stock
  1,186,455Notes payable, other
  100,000
  40,000Advances from related party
  14,800
  665,952Convertible debentures
  115,000
  374,256Warrants exercised
  
  25,000Payments on notes payable, other
  (50,000)
  (30,000)Payments on notes payable, bank
  
  (50,000)Net cash provided by financing
  activities
  1,608,255
  1,033,208Net increase
  (decrease) in cash
  22,040
  (21,487)Cash, beginning
  0
  22,040Cash, ending
  $22,040
  $5532000
  2001Supplemental
  disclosure of cash flow information:Cash paid for:Interest
  $13,282
  $31,566Income taxes
  $3,300
  $25Supplemental schedule
  of non-cash investing and financing activities:Investments acquired through:Issuance of:Preferred stock
  $187,500Warrants
  37,500$225,000Stock warrants and options issued
  for debt guaranteeand consulting
  $19,753
  $15,675Write-off of note payable, other
  
  $150,000Accrued interest converted to debt
  
  $32,088Investments transferred to settle
  accounts payable
  
  $99,260Assets acquired and liabilities
  assumed in reverse acquisition ofCalendar Capital, Inc.:Assets acquired:Prepaid and other
  $46,700Investments
  20,000$66,700Liabilities assumed:Note payable, other
  $150,000Accounts payable
  998Accrued expenses
  236,794Convertible
  debentures
  385,000$772,792See notes to financial
statements.

IQUNIVERSE, INC.

NOTES TO FINANCIAL STATEMENTS

Period
from July 1, 1999 (inception) through March 31, 2000
and year ended March 31, 2001

1.Summary of significant accounting policies:

Nature of operations:

IQUniverse,
Inc. (Company) formerly known as Calendar Capital Inc. dba Entrenaut, Inc.
located in Minneapolis, Minnesota, was founded on July 1, 1999 with the purpose
of starting, developing, and managing Internet-related businesses.  Initially, the design was to incubate
development-stage companies through management oversight of a concept,
cooperative partnership, or passive investment, and to bring these concepts to
launch quickly and successfully.  The
Company is refocusing its business from an Internet incubator to a developer
and operator of a single Web-based concept: 
IQTrust. Using a software developed by a former investee, the Company is
developing IQTrust, a customized online shopping mall accessed through college
Web sites, which will allow college students to make merchandise purchases via
the Internet and a rebate will be credited into the students account to help
pay college costs.  The Company will earn
a fee for each transaction. The Company is currently working on a business plan
for IQUniverse.Reverse acquisition and name change:

On
January 1, 2000, Calendar Capital, Inc. acquired all of the outstanding common
stock (1,996,064 shares) of Entrenaut, Inc. for 199,606 shares of Series C
Preferred Convertible Stock.  For legal
purposes, Entrenaut, Inc. was a wholly-owned subsidiary of Calendar Capital,
Inc.  For accounting purposes, the
acquisition was treated as an acquisition by Entrenaut, Inc. of Calendar
Capital, Inc. and as a recapitalization of Entrenaut, Inc.  All intercompany transactions were
eliminated.   Calendar Capital, Inc. had
residual assets and liabilities from previous business ventures but essentially
had no activity between 1994 and 1999. 
The assets were transferred and liabilities were assumed at the date of
the acquisition.In
2001, through several transactions and a name change, Calendar Capital, Inc.
became IQUniverse, Inc.Cash:

The
Company maintains its cash at a financial institution in Minnesota.  At times, the bank balance exceeds limits
insured by Federal agencies.Property and equipment:

Property
and equipment are recorded at cost. 
Depreciation is calculated on a straight-line basis over the estimated
useful lives of the respective assets.The
estimated useful lives are as follows:Computer software
  3 yearsOffice equipment
  5 yearsFurniture and fixtures
  7 yearsStock compensation:

The
Company accounts for its stock-based compensation awards to employees under
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees, and discloses the required pro forma effect on net loss as
recommended by Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation.Investments:

Investments
are recorded at either cost or equity method as appropriate.  Loss and valuation allowances are recorded
when deemed appropriate.Basis of presentation:

The
Companys financial statements for the period from July 1, 1999 (inception)
through March 31, 2000 and year ended March 31, 2001 have been prepared on a
going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business.The
Company has incurred losses of approximately $2.5 million through March 31,
2001 and will incur additional costs as it continues to develop and market its
operations.  The Company is also in
default on some of its debt obligations. 
Also, a substantial amount of the Companys assets are investments in
and advances to start-up companies, the realization of which is entirely
dependent on these companies developing profitable operations. The Companys
ability to continue as a going concern is also largely dependent on its
ability, as well as the ability of the companies in which it has investments,
to raise additional capital.  These
factors, among others, raise substantial doubt about the Companys ability to
continue as a going concern. The financial statements do not include any adjustments
relating to recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that might result if the Company is
unable to continue as a going concern.Subsequent to March 31, 2001, the Company refinanced
$389,256 of the outstanding $489,256 convertible subordinated debentures on
substantially the same terms and the debentures are due two years after
issuance.  The refinancing capitalized
approximately $32,100 of accrued and unpaid interest.  The Company is negotiating with a holder of $100,000 of
debentures to refinance on substantially the same terms noted above.The
Company's financial and business plans include a reduction of staff,
implemented through fiscal year 2001, and development of a new business
model.  The Company hopes that the new
business plan, which includes the IQTrust plan described above, will help the
Company attract new investors and ultimately, to achieve profitability.  There is no assurance that the Company will
be able to successfully implement its plan and therefore might not be able to
continue as a going concern.In
September 2000, the Company qualified to be listed on NASDAQ OTC Bulletin
Board.  Previously the Company was
traded on pink sheets.Use of estimates:

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.Significant
estimates inherent in the preparation of the accompanying financial statements
include managements estimates of the valuation of investments.  It is reasonably possible that a change in
these estimates could occur in the near term.Fair value of financial instruments:

Statements
of Financial Accounting Standards No. 107, "Disclosures about Fair Value
of Financial Instruments," requires disclosure of fair value information
about financial instruments, whether or not recognized in the balance
sheet.  In cases where quoted market
prices are not available, fair values are based on estimates using present
value or other value techniques.  Those
techniques are significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows.  In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and in many cases, could not
be realized in immediate settlement of the instruments.  Statement No. 107 excludes certain financial
instruments and all non-financial instruments from its disclosure
requirements.  Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of
the Company.For
cash, the carrying value is a reasonable estimate of its fair value.  It was not practicable to estimate the fair
value of non-marketable investments because of the lack of quoted market prices
and the inability to estimate fair values without incurring excessive costs.  The fair values for debentures and notes
payable are estimated to approximate the carrying amount as the interest stated
in those agreements approximates interest rates currently being offered on
similar instruments.Loss per share:

Basic
earnings (loss) per common share are based on the weighted average number of
common shares outstanding in each year. 
Diluted loss per common share is calculated by adjusting outstanding
shares, assuming conversion of all potential dilutive stock options and warrants,
convertible debentures, and convertible preferred stock.Stock
options to purchase 104,000 and 41,200 shares of common stock at March 31, 2001
and 2000, respectively, were not used in the calculation of diluted earnings
(loss) per share because they were anti-dilutive.  Potential conversion of preferred stock, convertible debentures,
and warrants and options to purchase preferred stock, into approximately
3,500,000 and 3,150,000 shares of common stock at March 31, 2001 and 2000,
respectively, were not used in the calculation of diluted earnings (loss) per
share because they were anti-dilutive.Reclassification:

The
Statement of Operations for the period ended March 31, 2000 has been
reclassified to conform with current presentation.  The effect of this reclassification was to increase loss from operations
by $225,298 and to increase other income by the same amount. This
reclassification had no effect on reported net income or reported per share
amounts.2.Investment activity:

The Company has investments in companies
that are recorded on either the cost or equity method as follows:

Cost
method:
                           Commission
Junction, Inc. and Idealab!:

In
fiscal year 2000, the Company paid cash of $500,000 to acquire common stock of
Commission Junction, Inc., a company that provides a mechanism for affiliates
and merchants to find each other over the Internet and track transactions
between the two companies.During
fiscal 2001, the Company swapped 40,000 shares (40 percent of shares owned at
this time) of Commission Junction, Inc. stock for 4,000 shares of an Internet
incubator, Idealab!  Holdings, L.L.C
preferred stock, which is convertible into common stock at a 10:1 ratio.  This investment is recorded at the original
cost of the Commission Junction stock of $200,000.During
2001, the Company sold 27,600 shares of stock of Commission Junction for a
realized gain of $193,200 and the Company transferred 8,500 shares to a vendor
to satisfy payables of $99,260 for a gain of $56,760. Remaining shares total
23,900 and are carried at cost of $119,500.Superior
Broadband, Inc.:

During
fiscal year 2000, the Company made an initial cash investment of $75,000 and
acquired 7,500 shares of Superior Broadband, Inc., a premium access internet
service provider of wireless broadband to high band width demand customers.  In April 2000, the Company purchased an
additional 10,000 shares for $20,000.JCafe,
Inc.:

The
Company loaned $150,000 to JCafe, Inc. a start-up company that has launched a
proprietary solution for managing the delivery of training and educational
content over the Internet.  Jcafe, Inc.
is currently in default on the note. 
The note is convertible into 150,000 shares of JCafe, Inc. common
stock.  The Company also received
warrants to purchase an additional 150,000 shares of JCafe, Inc. common stock
at $.625 per share.  This investment has
a valuation allowance of 100% on the note and accrued interest, which total
$162,500 at March 31, 2001.Biopolymer
Engineering, Inc.:

During
2001, the Company loaned this entity $20,000 with interest at 9%.  This loan was due on December 31, 2000.  Biopolymer is default on this note.  The Company has continued to accrue interest
and has provided no valuation allowance for this item as it believes that
Biopolymer will be able to execute its business plan, become profitable and therefore
ultimately be able to repay the loan and accrued interest.StoreItOnline.com,
Inc.:

During
fiscal year 2000, the Company paid cash of $75,000, issued 15,000 shares of its
Series C preferred stock value at $225,000 and issued stock warrants to purchase
10,000 additional Series C preferred shares to acquire common stock of
StoreItOnLine.com, Inc., a high capacity, web-based storage business.  The Company also received warrants to
purchase an additional 150,000 shares of StoreItOnline.com, Inc. common stock
as part of the stock purchase. Management services of $45,000, provided by the
Company are included in investments at March 31, 2000.  A valuation allowance of $345,000, equal to
the total investment, has been recorded at March 31, 2001.Equity
method:

OfficeCause.com,
Inc. and Chefinabox, Inc.:

During
fiscal year 2000, the Company paid cash of $215,000 to acquire 21.18% of the
common stock of Chefinabox, Inc., a development stage virtual restaurant that
intended to sell restaurant quality, semi-prepared meals to the consumer via
the Internet.  The difference between
the cost of the investment and the amount of underlying equity in net assets of
the investee of $169,458 was being amortized over 60 months and had been
included in goodwill in fiscal 2000. 
Included in investments at March 31, 2000 is $373,586 of outstanding
advances made to Chefinabox, Inc. during the period ending March 31, 2000.During
fiscal year 2000, the Company paid cash of $200,000 to acquire 22.22% of the
common stock of OfficeCause.com, Inc., a development stage virtual storefront
consisting of more than 50 well-known merchants and a representation of
national and local charities.  The
difference between the cost of the investment and the amount of underlying
equity in net assets of the investee of $155,556 had been recorded as
goodwill.  Included in investments at
March 31, 2000 is $251,786 of outstanding advances made to OfficeCause.com,
Inc. during the period ended March 31, 2000.During
the first quarter of fiscal year 2001, additonal advances under incubation
service agreements for business development were $44,926 to Chefinabox, Inc.
and $98,287 to OfficeCause.com, Inc. 
The Company also advanced Chefinabox, Inc. an additional $14,500
independent of the incubation agreement. 
During the second quarter of fiscal year 2001 the Company determined
that its investments in Chefinabox, Inc. and OfficeCause.com, Inc. did not have
continuing value as those entities had not developed sustained profitable
operations. Accordingly, the Company wrote-off its investments of $615,790 and
the remaining goodwill of $276,261 in the quarter ended September 30, 2000.3.Related parties:

OfficeCause.com, Inc. and Chefinabox,
Inc.:

During
1999, the Company entered into incubation agreements with Chefinabox, Inc. and
OfficeCause.com, Inc.  Under these
agreements, the Company provided incubation services to these affiliates,
including developing business strategy, brand, market positioning, creative
design, web site and setting up back-end operations.  The Company charged these affiliates for consulting time at $125
per hour with a maximum of 2,000 hours. 
The Company also contracted with outside consultants to provide services
to bring the concept to market and added a 15% mark up to these consulting
fees.  The Company also paid for
standard business operating expenses on behalf of its affiliates, which were
charged back with no additional mark up.Total
amounts charged under these incubation agreements through March 31, 2000 were
$567,854 to Chefinabox, Inc. and $448,991 to OfficeCause.com, Inc.  Amounts due from these affiliates at March
31, 2000, included in investments, were $373,586 from Chefinabox, Inc. and
$251,786 from OfficeCause.com, Inc.The
majority shareholder of Chefinabox, Inc. and OfficeCause.com, Inc. was also the
Chief Executive Officer and Chairman of the Board of Directors of the
Company.  The majority shareholder of
OfficeCause.com, Inc., also the Chief Executive Officer of the Company, rescinded
his subscription on October 31, 2000 for stock in OfficeCause.com, Inc. and the
Company became the sole owner of OfficeCause.com, Inc.  OfficeCause was merged into the Company in
fiscal year 2001 with nominal assets and liabilities and this resulted in a
gain of $2,648 in the year ended March 31, 2001 statement of operations.  The Company previously wrote-off its
investment in OfficeCause.com, Inc.Net Medical, Inc.:

During
fiscal year 2000, the Company borrowed $10,000 from Net Medical, Inc., which
has the same Chief Executive Officer as the Company. Net Medical Inc. also paid
$13,164 of payroll costs on behalf of the Company.  The Company also incurred approximately $21,000 during fiscal
year 2000 to determine whether the Net Medical, Inc. concept has the potential
to be incubated.  The concept was
abandoned during fiscal year 2001. 
During fiscal year 2001, the Company borrowed $3,000 from Net Medical,
Inc. of which a balance of $2,722 is still owed at March 31, 2001.Crawford Capital Corp.:

Crawford
Capital Corp., which is owned by the Chief Executive Officer of the Company,
paid $5,000 of professional fees on behalf of the Company during fiscal year
2000.  The amount was reimbursed prior
to March 31, 2000.  During 2001, the
Company paid for office space and telephone used by Crawford Capital.  Since substantially all of Crawford Capital
Corp.'s operations relate to IQUniverse, this amount, or $35,748, is included
in general and administrative expense.Chief
Executive Officer:

Due
to related parties includes $14,800 and $678,029 advanced to the Company by the
Chief Executive Officer at March 31, 2000 and 2001, respectively.  Accrued interest of $37,343 is also included
in the balance at March 31, 2001.  The
principal and interest are due between December 31, 2001 and June 30, 2002 and
bear interest at 9%.Related party receivables:

Related
party receivables represents $47,000 due from a shareholder for remaining
balance due on purchase of Commission Junction stock from the Company.4.Notes payable:

Note payable, bank:

Note
payable, bank, includes borrowings of $200,000 and $242,000 for March 31, 2001
and 2000, respectively, with monthly payments of interest only at an interest
rate of 1.5% over prime.  The principal
balance was due in June 2001.  The
interest rate was 9.5% and 10.5% at March 31, 2001 and 2000, respectively. On
June 19, 2001, the Company paid down the note to $150,000 and renegotiated a
maturity of July 19, 2002.  The note is
secured by all business assets of the Company, a bank account pledged by a
shareholder of the Company and a personal guarantee for the entire amount of
the credit facility by the same shareholder.Notes
payable, other:

Included
in note payable, other, is a $50,000 loan from a shareholder.  The note was due on December 31, 2000 with
interest at 10%. The note, as amended, remains in default and includes a
guarantee by the Chief Executive Officer to transfer personal shares of
Commission Junction stock in the event of default by the Company. No shares
have yet been transferred to satisfy this obligation.During
fiscal 2001, the Company borrowed $10,000 from a mortgage bank maturing on
December 31, 2000 and bearing interest at 10%. 
The note, with accrued interest, was paid by the Company in June 2001.At March 31, 2000, notes payable, other, also includes borrowings
from an unrelated party in the amount of $150,000, with no stated rate of
interest.  The note was collateralized
by certain equipment.  The Company
relinquished control of the equipment prior to 1995.  The amount was due on June 1, 1995 and was written off by the
Company as of March 31, 2001 as management believes the statute of limitations
has expired.5.Convertible debentures:

The
Company has issued $385,000 of convertible debentures at interest rates of 8%
and 9%.  The conversion features expired
between 1993 and 1994.  The Company has
not repaid these obligations. As a result, an individual debenture holder has
sued the Company for repayment of the debenture claiming that the Company
defaulted by not paying agreed-upon monthly interest payments in a timely
manner. The Company elected not to defend the suit, thus a default judgement in
favor of the debenture holder was awarded.

Interest
expense related to these debentures was $32,650 for each of the periods ended
March 31, 2001 and 2000.

On
January 3, 2000, the Company undertook a private offering of 200 units of
subordinate convertible debentures at $5,000 per unit in connection with
raising up to $1,000,000 in debt financing. 
Each unit is due one year after issuance and is convertible into 1,000
shares of the common stock of the Company at $5.00 per share.  The debentures bear interest at a rate of 9%
and were sold solely to accredited investors. Since the Company began this
offering, $224,256 of debentures have been sold including $109,256 during the
year ending March 31, 2001.  Subsequent
to March 31, 2001, these debentures were refinanced with the existing debenture
holders, as more fully described in Note 1.

The
Company also sold $265,000 of convertible debentures due December 31,
2000.  The debentures bear interest at
10% and are convertible into 1 share of Company stock for each $5 of debt
converted.  The conversion right expires
July 1, 2003 or 60 days after the debentures are paid.  The Company is in default on the payment of
these debentures.  Holders of these
debentures were promised one Quickwit, Inc. (a company being developed by the
Chief Executive Officer) warrant for each dollar invested.  The warrants are exercisable at $.50 per
Quickwit, Inc. stock unit, each unit consisting of one share and an additional
detachable warrant that exercises at $1.

Additionally,
holders of $100,000 of these debentures were promised one share of Quickwit,
Inc. priced at $.05 per share for each $1 of funds loaned.  Another holder of $100,000 of these debentures
was promised one share of Quickwit, Inc. stock for each $1 of funds loaned, a
personal guarantee of the payment of the debenture by the Chief Executive
Officer of the Company by allowing the holder to hold as collateral 10,000
shares of Commission Junction common stock owned by the Chief Executive
Officer. The holder was also granted an option to acquire up to 10,000 shares
of the Company owned by the Chief Executive Officer at a price of $1 per share;
the estimated value of this enhancement is $15,675 and is recorded as an
expense.  The Chief Executive Officer
determined after the debenture issuance that the development of Quickwit, Inc.
was not feasible; accordingly, no value has been attached to the debenture
enhancement related to Quickwit, Inc. 
Subsequent to year end $165,000 of these debentures were refinanced with
the existing debenture holders, as more fully described in Note 1.  The Company is continuing to negotiate with
the holder of the remaining $100,000.

6.Commitments and contingency:

Operating
leases:

The
Company rents office space with future minimum lease payments under these
operating leases as follows:Year
  Amount2002
  $33,8552003
  26,5242004
  22,4002005
  23,6462006
  24,890$131,315Rent
expense and related common area maintenance charges under all operating leases
for the years ended March 31, 2000 and 2001 were $10,224 and $63,905,
respectively.Contingency:

Calendar
Capital, Inc. entered into an employment agreement in September of 1993 with
its then chief executive officer.  The
agreement, which expired in August 1998, called for among other items, a base
salary of $120,000 annually with increases of at least 10% per annum as well as
granting options to purchase 100,000 shares of common stock each year of the
agreement.  The Company is currently in
negotiations with the former chief executive officer to settle amounts due
under the agreement.  As of March 31,
2001, the maximum potential liability under this agreement is approximately
$600,000.  The former chief executive
officer is the Company's current special securities counsel.  The Company had accrued $39,230 with respect
to the contract, of which $18,631 and $24,631 remained outstanding at March 31,
2001 and 2000, respectively.  The
Company believes that it will not incur liability beyond that which is recorded
in the financial statements.7.Advertising costs:

Advertising
costs are expensed as incurred. 
Advertising costs for the year ended March 31, 2000 and 2001 were $2,020
and $14,473, respectively.

8.          Income
taxes:

The income tax provision consists of the
following:

2000
  2001Current income taxes:Federal
  $2,000
  $(1,871)State
  1,3003,300
  (1,871)Deferred income taxes:Federal
  (27,587)
  (531,000)State
  (8,815)
  (177,000)(36,402)
  (708,000)Valuation allowance
  36,402
  708,0000
  0Income tax expense
  (credit)
  $3,300
  $(1,871)Deferred income taxes arise from
temporary differences resulting from income and expense items reported for
financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or
noncurrent, depending on the classification of the assets and liabilities to
which they relate. Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or noncurrent
depending on the periods in which the temporary differences are expected to
reverse.  Temporary differences giving
rise to the deferred tax asset consist primarily of net operating loss
carryforwards valuation reserves and goodwill amortization.  Temporary differences giving rise to the
deferred tax liability consist primarily of the excess of depreciation expense
for tax purposes over the amount for financial reporting purposes.

The
income tax provision for continuing operations varied from the federal
statutory tax rate as follows:

2000
  2001U.S. statutory rate
  (34.00)%
  (34.00)%Equity in net losses
  of affiliates
  22.30
  21.40Goodwill amortization
  3.19
  4.10Valuation allowance
  9.11
  8.500.60%
  0.00%During
fiscal years 1990 and 2000, Calendar Capital, Inc. experienced significant
ownership changes, resulting in a limitation of future utilization of
pre-ownership change net operating losses. 
Utilization of net operating losses generated prior to the ownership
change in fiscal year 1990 is limited to $68,000 per year plus amounts not
utilized in prior years, and $1,020,000 in the aggregate, through the year
2005. Subsequent to this change in ownership, Calendar Capital, Inc.
accumulated additional net operating losses and had cumulative losses of
approximately $5,000,000 prior to the fiscal year 2000 change in ownership. The
Company has not yet determined the amount of these cumulative losses that will
be available to offset future taxable income. 
Accordingly, no deferred tax asset and related valuation allowance has
been recorded relating to these cumulative losses.  The Company has not recomputed its compliance with Section 382 of
the Internal Revenue Code since 1990. 
As of March 31, 2001, the Company has net operating loss carryforwards
of approximately $1,770,000 that will expire beginning in 2020.

The components of deferred tax assets and
liabilities are as follows:

2000
  2001Deferred tax
  liability, temporary differences related to depreciation
  $3,551
  $4,700Tax effect of net
  operating loss carryforwards
  (39,953)
  (748,700)Tax effect of future
  temporary differences and carryforwards
  (36,402)
  (744,000)Less net deferred tax
  asset valuation allowance
  36,402
  744,000Net deferred tax asset
  $0
  $0The
valuation allowance was recorded to reflect the estimated amount of deferred
tax assets which may not be realized in future years.

9.Stock warrants:

The Company has issued warrants to
certain debt holders, guarantors, vendors, and an investee in exchange for
accepting shares of the Companys stock as partial consideration for the
purchase of the investee's stock.  The
fair value of these warrants was recorded as additional paid-in capital.  The Company has also issued warrants to
employees.  The Company has issued
warrants to purchase Series C Convertible stock at $15 per share as follows:

2000
  2001Beginning of year
  0
  35,500Granted
  35,500
  1,500Exercised
  0
  (9,333)Expired
  0
  0End of year
  35,500
  27,667Weighted average remaining
  life
  2.47
  yrs.
  1.14
  yrs.Options
expire at various dates between January and December of 2002.During 2001, the Company issued 13,850
warrants for common stock with an average price of $17.29 and expiration dates
in 2002.

In
order to allow an investor to convert 1,667 Series C convertible preferred
stock into common stock and not exceed the 700,000 share authorized limit, the
Chief Executive Officer, during 2001, canceled 1,273 personal shares of stock.
The Chief Executive Officer received no consideration for this
transaction.  The Company estimated the
fair value of the Chief Executive Officer's stock cancellation at $25,000, the
cash value the warrant holder paid.  This
amount was credited to additional paid in capital, and $2,800 was charged against
stock and additional paid in capital for the original transaction and $22,200
was expensed.

The Company accounts for stock-based
compensation using the intrinsic value method prescribed by APB Opinion No. 25
and related interpretations.  No
compensation cost has been recognized for warrants issued to employees when the
exercise price of the warrants issued are at least equal to the fair value of
the stock on the date of the issue.  Had
compensation costs for these warrants been determined consistent with SFAS No.
123, the Companys net loss would have been unchanged as the warrants were
determined to have no fair value on the date of issuance.  The fair value of each warrant for the
proforma disclosures required by SFAS No. 123 is estimated on the grant date
using the Black-Scholes option-pricing model with the following assumptions:

Dividend yield
  NoneExpected volatility
  NoneExpected life of
  option
  3 yearsRisk-free interest
  rate
  6.00%10.Stock options:

The Company has a stock option plan
reserving 15% of the outstanding shares of the Company's common stock for
future issuance.  Under the terms of
this stock option plan, the Company may grant to its employees and consultants
options to purchase shares with a term not to exceed ten years.

The Company also has a stock option plan
reserving 5,000 shares of the Company's common stock for issuance to outside
directors.  Under the terms of this
plan, eligible directors receive an option for 250 shares in the first year
elected as a director; in subsequent years eligible directors receive an option
for 100 shares.  The exercise price of
the options shall be 100% of the current market price on the date of the
grant.  The term of the options is ten
years.

In consideration for providing a loan to
the Company during fiscal 2000, the Company issued an option to acquire up to
4,000 shares of Series C Preferred Convertible Stock at $25.00 per share.  The option shall not expire until the later
of six months beyond the payoff of the loan or December 31, 2002.  The fair value of this option is included in
additional paid-in capital.  The option
has not been exercised as of March 31, 2001.

During 2001, the Company issued options
to an outside director to purchase 12,500 shares of common stock at $5 per
share.  These options expire January
2004.  Since the strike price of the
option was higher than the market value of the stock at that time, no expense
was recorded by the Company with respect to these warrants.

The Company has also issued options for
41,388 shares of common stock with a weighted average remaining life of 3.4 and
2.4 years at March 31, 2000 and 2001, respectively.  All but 50 expired options are outstanding and exercisable at
March 31, 2001.  The weighted average
exercise price is $21.89 with a ranging of $3.80 - $145.

Option activity in common stock is:

2000
  2001Beginning of year
  0
  41,388Granted
  41,388
  12,500Exercised
  0
  0Expired
  0
  50End of year
  41,388
  53,938Weighted average
  remaining life
  3.4
  yrs.
  2.5
  yrs.11.Preferred stock:

The Company's preferred stock consists of
Series B Convertible Preferred Stock (Series B) and Series C Convertible
Preferred Stock (Series C).

The holders of Series B stock are
entitled to receive cumulative dividends at the rate of four percent of the
stated value ($10.00) of such shares payable annually, when and if declared by
the Board of Directors.  Each share of
Series B is convertible at the option of the holder into one share of common
stock.  The holders of Series B have one
vote per share.  The Series B shares
have a liquidation preference of $10.00 per share plus any accumulated and
unpaid dividends.  Accumulated and
unpaid dividends approximate $247,000 and $211,000 at March 31, 2001 and 2000,
respectively.

The holders of Series C stock are not
entitled to receive dividends.  Each
share of Series C is convertible at the option of the holder into twelve and
one-half shares of common stock.  The
holders of Series C have twelve and one-half votes per share.  On or after January 1, 2001, the Company may
redeem in whole or in part the shares of Series C at a redemption price of $25
per share.  The Series C shares have a
liquidation preference of $25 per share.

12.Reverse stock split:

Effective
April 2, 2001, the Company enacted a reverse split of 20 for 1 shares on all
classes of stock. All share amounts for 2001 and per-share amounts for both
2000 and 2001 have been restated for this reverse split.