U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   Form 10-KSB

(Mark One)
[ X ] Annual report under section 13 or 15(d) of the Securities  Exchange Act of
1934 for the fiscal year ended  December  31, 2000 [ ]  Transition  report under
section 13 or 15(d) of the  Securities  Exchange Act of 1934 for the  transition
period from ----------------- to --------------------

Commission file no.


                        EDUMEDIA SOFTWARE SOLUTIONS CORP.
      ---------------------------------------------------------------------
                 (Name of small business issuer in its charter)


                             ICON ACQUISITION CORP.
                       ----------------------------------
                                  (Former name)

           New York                                     58-2588408
(State  or other  jurisdiction  of                    (IRS  Employer
 incorporation or organization)                      Identification No.)


110 Roosevelt Boulevard, Suite 101, Marmora, NJ            08223
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number is (609) 390-0900

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Title of each Class                              Name of each
to be so Registered:                             Exchange on which
                                                 each Class is to be
                                                 Registered:

     NONE                                       NOT APPLICABLE


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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

                                       1
<PAGE>

The  issuer's  revenues  for the  fiscal  year  ending  December  31,  2000 were
approximately $328,000.

As of April 1, 2001, the issuer had a total of 13,713,509 shares of Common Stock
outstanding.

                  Transitional Small Business Disclosure Format
                           (Check One): Yes [ ] No [X]

                                Table of Contents

                                     Part I

                                                                           Page

Item 1.      Description of Business                                          3
Item 2.      Description of Property                                          6
Item 3.      Legal Proceedings                                                7
Item 4.      Submission of Matters to a Vote of Security Holders              7


                                Part II

Item 5.      Market for Common Equity and Related Stockholder Matters         8
Item 6.      Management's Discussion and Analysis or Plan of Operation       10
Item 7.      Financial Statements                                            13
Item 8.      Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure                             13


                               Part III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;   14
Item 10.     Executive Compensation                                          15
Item 11.     Security Ownership of Certain Beneficial Owners and             17
             Management
Item 12.     Certain Relationships and Related Transactions                  18
Item 13.     Exhibits and Reports on Form 8-K                                19
Signatures                                                                   21

                                     Part I

Item 1.  Description of Business

                                       2
<PAGE>

A.       Overview

Edumedia  Software  Solutions  Corporation,  formerly known as Icon  Acquisition
Corp.  ("Edumedia"  or the  "Company"),  is a  computer  hardware  and  software
technology  supplier.  Edumedia has been in the business of providing technology
solutions to Kindergarten  through 12th grade (K-12)  educational  institutions,
real estate,  law firms, and other business clients in the New Jersey, New York,
and Pennsylvania regions since its incorporation as Edumedia, Inc. (a New Jersey
corporation) in 1994.

Historically,  The  Company has  focused on the sale of  computer  hardware  and
standard  software  packages to its various  clients.  Considering the declining
margins on computer hardware,  Edumedia is shifting its sales focus to software,
technology  solutions,  and Internet and Intranet  networking.  Seeking to build
upon its established  relationships with several  educational  industry clients,
the Company is continuing the development of a new educational software product:
a Web-based  Digital  Portfolio  Assessment Tool with  multimedia  capabilities,
which  shall  also  provides  curriculum  alignment  with  lesson  planning  and
prescriptive reporting features.

B.       Corporate History

Edumedia  Software  Solutions  Corporation  ("Edumedia"  or the  "Company")  was
incorporated  as Icon  Acquisition  Corp.  ("Icon")  in the state of New York on
November  28,  1994,  and engaged in the  business of mining  tungsten and other
precious  metals in Canada,  until  October 10, 2000 when it acquired  Edumedia,
Inc., a New Jersey corporation, in a merger transaction.

Icon  voted  to  enter  into a  stock-for-stock  exchange  between  Icon and the
shareholders of Edumedia,  Inc. on April 26, 2000, whereby Icon acquired 100% of
the shares in  Edumedia  in return  for twelve  million  four  hundred  thousand
(12,400,000)  restricted  shares of Icon.  Edumedia  then  effectively  became a
subsidiary of Icon, and subsequently merged into the Company in the state of New
York on October 10, 2000,  which became  effective in New York upon filing.  The
Company  then  elected the  Officers  and  Directors  of  Edumedia,  Inc. as its
Officers and Directors,  who then elected to change the name of the Company from
Icon Acquisition Corp. to Edumedia Software Solutions  Corporation.  As such, we
now  perform  all  operations  and sell all  products  and  services as Edumedia
Software  Solutions  Corporation.  As a  result  of the  merger  and  subsequent
transactions,  the  Company's  current  capitalization  consists of  100,000,000
authorized shares, of which 13,713,509 are issued and outstanding.

Edumedia,  Inc. was  incorporated  in New Jersey on October 12,  1995.  In 1998,
Edumedia,  Inc.  acquired  certain assets of GB Consulting,  a computer  company
located in Millville,  NJ for a total  consideration  of US$200,000.  The assets
listed in the agreement which the Company acquired  included  customer list with
over 1000 accounts (40 School  Districts),  the active New Jersey State contract
for mini/micro  computer  equipment as an approved vendor, and the inventory and
the  fixed  assets  at  location  129  North  High  Street,  excluding  accounts
receivable, short and long term liabilities which originated before August 1998,
and bank accounts. Intangibles included Good Will and a covenant not to compete.

C.       General Products, Services, and Clients

Edumedia Software Solutions  Corporation  ("Edumedia" or the "Company") provides
computer related products and services to a variety of clients, most prominently
K-12 educational  institutions,  law firms, and real estate firms,  primarily in
the  northeastern  and  mid-Atlantic  states of U.S. The Company's  geographical
market,  however,  is increasing beyond this region to include potential clients
in many other states, as well as internationally in Korea,  Germany, and Israel.
Its primary target clients include educational  institutions,  federal and state
government contracts,  retailers/wholesalers and distributors,  law offices, and
real estate  offices.  Its business  strategy for the future  concentrates  on a
gradual  transition  to higher  profit  margin  products and  services,  namely:
educational software solutions,  Internet/Intranet  network  infrastructure,  IT
services, and hardware, software, and video teleconferencing solutions. Edumedia
has built solid  business  relationships  with its clients,  a fact evidenced by
repeat business with over 60 law offices, 40 school districts,  and more than 20
government accounts.

                                       3
<PAGE>

The  products  and  services  provided  to  educational   institutions   include
technology  planning,  assessment of New Jersey state  mandated core  curriculum
applications,  educational  multimedia software,  Federal,  State and Foundation
grant research and writing  services,  administrative  and classroom  management
software,  computer and networking hardware,  distance learning  infrastructure,
and computer repairs/upgrades.

Major school district customers1 include:

o    Wildwood Board of Education
o    Atlantic County Special School District
o    Upper Township Board of Education
o    Middle Township Board of Education
o    Cape May County ETTC
o    Wildwood Board of Education, Wildwood, NJ
o    Hamilton Board of Education, Mays Landing, NJ
o    Atlantic County Special Sch. Dist., Corbin City, NJ
o    Donald J. Adams School, Northfield, NJ
o    Atlantic County Special Sch. Dist., Winchell School, Mays Landing, NJ
o    West Cape May Elementary Lab, West Cape May, NJ

The Company is on the New Jersey  bidders'  list for state  government  contract
procurement.  The Company has teamed up with several  certified small businesses
for Federal  Government  contracts  for  provision  of  technology,  service and
product  support.   Edumedia  also  provides   technology   planning   services,
accounting,  scheduling  and  word-processing  software,  training  and  support
services,  computer and networking hardware,  computer repairs and upgrades, and
Internet/Intranet solutions to a variety of local retail/wholesale  distribution
clients.

The Company  provides  law offices  with  productivity  assessment  and accounts
receivable  management  software,  Internet legal research tools, and accounting
and  word  processing  software  such as Time  Slips,  Q & A, and  Symantec,  in
addition to computer and networking hardware, computer repairs and upgrades, and
Internet/Intranet services. The Company's legal clients include the following:

o    Robert Fleming, Esq., Ocean City, NJ
o    Goetz, Fleming & Spiegle, Ocean City, NJ
o    Judge Gilbert O. Gilbertson, Esq., Marmora, NJ
o     Judge Richard Russell, Ocean City, NJ
o    Jo Anne Leigh Gramm, Esq., Linwood, NJ
o    Alan I. Gould, P.C., Wildwood, NJ
o    Judge Louis Belasco, Way and Belasco Law Offices, Wildwood, NJ
o    Rio Grande Attorneys, Inc., Rio Grande, NJ

---------------
1 The Company considers those customers who made purchases in excess of $100,000
as major customers.

                                       4
<PAGE>

The Company also provides real estate offices with technology planning services,
accounts  receivable  management and accounting  software,  contact and property
management tools, high-end graphics for multimedia presentations, scheduling and
word  processing  software,   training  and  support  programs,   communications
consulting,   Internet/Intranet  services,  computer  networking  hardware,  and
computer repairs and upgrades.

D.       Web-based Student Task Management and Performance Assessment Tool

The Product

The  Company  is seeking to develop a  multimedia  individualized  student  task
management and performance assessment tool that would allow students to create a
digital  portfolio  of  their  entire  academic  career.  This  product  will be
web-based,  and as such will allow  easy  access for  students.  It would  allow
teachers  to  create  in-depth  Performance  Tasks  that can  incorporate  state
standards,  district or course goals,  and  guidelines for evaluation of student
performance.  Students will be able to complete these various tasks  utilizing a
variety of multimedia tools while receiving ongoing teacher review and feedback.
The system would enable  students to save their best work on Compact Disks (CDs)
or a personal web page,  thus  creating  multimedia  portfolios  that can detail
their skills and progress throughout their K-12 education.  The Company plans to
co-develop  this  product  with the  assistance  of a software  development  and
programming company.

A very important technical  consideration in developing the new software product
is the average computing skill and computing  platform available to the targeted
end users: students,  teachers, and administrators of public and non-public K-12
and Higher Education learning institutions.  Typically,  the technical expertise
and availability of technical staff at the K-12 level is minimal. To be received
well by end users,  the application  must be simple to install and deploy across
the network requiring minimal support from the end user's technical staff.

Macintosh and Windows based operating  systems  comprise the majority of public,
private,  and higher  education  computing  platforms.  Linux is also becoming a
common operating system in education  institutions due to its growing acceptance
in the  market  and  reduced  cost of  ownership.  K-12  education  institutions
typically have a local area network or Intranet in place, or are working towards
that goal in the near future. This software tool must accommodate the end users'
environments as described herein.

The Education Market

Edumedia's  primary  market  for its  products  and  services  has been and will
continue to be the  educational  market.  The  education  industry in America is
comprised  of 53 million  students,  3.1  million  teachers,  and 15,000  school
districts  including over 2000 charter schools  nationwide2.  This large base of
students, teachers, and administrators are targeted users. Private investment in
education  related  technology  has been  growing at an annual rate of 113% from
1993    through   1999   (See   Inc.    Magazine,    July   2000   edition   and
www.eduventures.com).  Industry expert and eduventures.com  analyst,  Tom Evans,
predicted  that  revenues in the sector would see as much as 100% to 200% growth
in 2000.

A new paradigm in education is evolving such that the focus is  increasingly  on
actual student  learning  rather than the subject matter taught,  with educators
being held  accountable.  Many states have identified and mandated specific core
curriculum  content standards  whereby students must demonstrate  achievement in
all  subject  areas.  Funding  to school  districts  from the state and  federal
government  is becoming  increasingly  dependent on  compliance  with these core

-------------
2  Source:  Marketing  Data  Retrieval,  a  company  of the Dun  and  Bradstreet
Corporation, July, 2000.

                                       5
<PAGE>

standards and performance based on reported  assessment  results. A major issue,
therefore,  is how student  achievement  can be more  effectively  assessed  and
demonstrated.  Test  scores  alone  are  not  the  best  way to  assess  student
performance and intellectual growth.  Although  standardized tests are necessary
to make  comparisons  on a national or regional  level,  "authentic  assessment"
which records the "real world"  capabilities of students and teachers alike, and
provides a rich chronicle of relevant development,  is the need of the day. Some
states,  such as Vermont and  Kentucky,  require  maintenance  of  portfolios in
addition to report cards and transcripts.

More  specifically,  and for  illustration,  with the  adoption  of  Chapter  4:
Academic   Standards  and   Assessment  in   Pennsylvania,   schools  will  need
technological  tools that help to meet state standards,  and to demonstrate such
compliance.  Software  solutions,  such as the new digital portfolio tool of the
Company, will have to meet certain specific requirements by providing Curriculum
Alignment,  Performance  Task  Development,   Authentic  Assessment,  Curriculum
Integration,  Oral  Presentations on digital media,  and Prescriptive  Reporting
capabilities.  (Curriculum  Alignment  and  Integration  is a process by which a
school's  curriculum  is aligned with the  curriculum  standards  that have been
mandated  by the state.  This  alignment  process  enables the school to provide
reports to the state and grant organizations in order to demonstrate  compliance
and procure funding.  Performance Task Development is the process of identifying
what is  expected  of the  student  and  managing  this  information  within the
program.  Authentic  Assessment is a process of assessing student performance by
having the student  directly  involved in the process and  allowing the student,
teacher,  and other observers to reflect on their strengths and weaknesses.  The
use of digital media such as storing this kind of information  on-line with full
motion video,  scanned-in  images, and stored documents and reports is optimally
an efficient and  productive  method of  accomplishing  this type of assessment.
Rubrics  (defined  above) are also utilized for this  assessment  process.  Oral
Representations  on  digital  media is an  example  of an  education  curriculum
standard  that has been  mandated by the  department of education in many of the
states  across the  country.  This refers to the use of full motion  audio/video
recordings of the student doing a speech and stored on CD, floppy  diskette,  or
on-line via the internet.  Prescriptive  Reporting is the process of identifying
what type of activities need to be scheduled to remedy the students  weaknesses,
and provide them in a standardized  report  format.) The Company's new web-based
digital  portfolio and assessment tool will  incorporate all required  features.
The Company  understands the need for an effective  program to document  student
achievement  that  utilizes  the most current  technology  while  meeting  state
mandated standards.

The standards demand the infusion of technology into the whole  curriculum.  The
Governor's Advisory  Commission on Academic Standards stated:  "through a system
of academic standards and tests or assessments keyed to those standards, it will
be  possible  to  determine  the  progress  schools  make  from  year to  year."
'Performance Funds', and other incentive rewards,  will be given to schools that
can show  significant  improvement in student  achievement and effort based upon
these standards.  Consequently,  schools will be looking for solutions that both
infuse  technology  into  the  curriculum,  and  offer  the  type of  curricular
reinforcement, assessment, and demonstration of academic standards being sought.
A survey by the  Pennsylvania  Department of Education (PDE) in 1995 showed that
88% of the respondents are  investigating or implementing  portfolio  assessment
programs  in  their  districts.   With  the  Company's  technical  expertise  in
educational  technology it believes that it can emerge as a leading software and
technology  solution  provider  to these  schools,  providing a level of support
which  includes  not only the  sale of  software  and  hardware,  but  continued
training and technical support.

                                       6
<PAGE>

Product Characteristics

The  software   product  is   specifically   designed  to  have  the   following
characteristics   and   features  so  that  it  may   provide  a   comprehensive
technological solution to institutions, students, administrators, and government
officials alike:

1)       A user friendly design;
2)       A solution to state mandates attractive for administrators;
3)       A solution for teachers  who need an efficient  tool for weekly  lesson
         planning which aligns to curriculum standards;
4)       A  multi-faceted  tool for assessment of  achievement  to  governmental
         officials, employers, and educational institutions;
5)       An easy to  navigate  tool  for  parents  to  access  their  children's
         performance and achievement records from home;
6)       The  ability for  students to  understand  grading  guidelines  through
         self-assessment  and the use of  rubrics3  to reflect and build on past
         accomplishments; and
7)       The   ability   for   teachers   to  create   digital   portfolio   and
         self-assessment  through  rubrics  with  standards  established  by the
         School District or University.

E.       Marketing and Product Recognition Strategy

Pilot Programs

The Company has identified  strategic partners to pilot the final development of
this  product,  prior and during its  commercial  release.  Such pilot  partners
include the Miller School in  Northeastern  Pennsylvania,  and the Camden County
Educational  Technology  Training  Center  (ETTC) in  Southeastern  New  Jersey.
Edumedia has contacted  some other ETTC's in New Jersey,  and has plans to offer
seminars to them prior to product  launch.  The Company is also  seeking a pilot
partnership with a charter school in Southeastern Pennsylvania, for such schools
are  innovative  and  progressive  in their  methods of Edumedia is also seeking
endorsement by a teaching University to partner in a pilot program.  The Company
plans to have additional pilot partners  identified by September 2001. The pilot
programs for the new web-based software product are expected to begin during 3rd
Quarter of year 2001,  and will provide vital  feedback and product  information
that is critical to a successful  market  launch.  The Company  hopes that these
pilot  programs will help  establish the software  program's  reputation  within
other neighboring districts, leading to referral sales.

Value Added Re-sellers

Many  `Integrated  Learning  Systems'  (ILS) have expressed a need for a digital
portfolio and authentic  assessment tool for their target  markets,  but have as
yet generally failed to offer a well-rounded  digital portfolio  solution.  ILSs
are large  well-funded  companies with substantial  market exposure,  and may as
such consider this software application to be a desirable add-on component. Once
this application has earned a solid  reputation as a valuable  learning tool, it
is  anticipated  that the  Company  will be able to persuade  various  marketing
agents, ILSs, and distributors to resell this software product.

----------------
3 Rubrics are  assessment  tools that gather answers and results to determine an
overall score and make recommendations for improvement of weakness.  Rubrics may
be used in all subject areas across the curriculum, and other areas in education
including  professional  development  and  administrative  performance  as well.
Rubrics  allow  the user to gether an  understanding  of why and how to  achieve
better  scoring by providing the criteria  needed to meet certain  requirements.
Rubrics  may  be  used  for  the   assessment   of  students  by  teachers   and
administrators.
                                       7
<PAGE>

Pricing Strategy

The pricing of the software shall initially be designed to gain immediate market
share,  and  to  pre-empt   competition  in  the  immediate  geographic  market.
Preliminary   pricing  ($49.95  per  user  license  for  each  retail  sale)  is
competitively  positioned  with other  educational  applications  in the market.
Competing  programs of some of the ILSs,  for example,  cost $49.95 for the base
software  with  add-on  options  costing  approximately  $29.95  per  additional
feature.  Retail licenses will be offered at substantial discounts to purchasers
of multiple  licenses:  $225 per 5-license packs (or $45 per license),  with one
installation  CD and one  documentation  CD to be provided  for every ten users.
Purchases of 100 or greater licenses shall cost $2,500 per 100-license  pack, or
$25 per license.  For  purchases  of 1,000 or greater  licenses,  the  projected
retail price is $20,000,  or $20 per  license.  Software  pricing for  wholesale
distributors  will be  structured  at a 35-50%  discount  for the top tier large
volume  distributors,  25-35% for  regional  authorized  resellers,  and special
considerations  will be offered to select  value added  re-sellers.  The Company
believes that it will  encourage  potential  customers to compare and choose its
software over competing applications through such a competitive pricing policy.

F.       Distribution Model

Direct Sales

The  initial  goal of the  Company's  marketing  approach  is to  build  product
awareness  and  introduce  the new  product  to key  decision-makers  that  hold
influence in the marketplace.  Typically,  the  decision-making  process for the
district's   purchasing  is  initiated  through  contacts  with  the  Curriculum
Supervisor and/or Technology Coordinator of the school district.  Also, critical
to the process is recognition and endorsement by the school board.

Within its immediate  geographical  market (New Jersey, New York,  Pennsylvania,
Ohio, and Delaware), the Company has and will continue to promote the new online
software with direct sales efforts based on pre-existing  relationships with key
individuals.   Edumedia   believes  that  it  has  become   recognized  for  its
professional  responsiveness amongst its clients: a substantial portion (81%) of
the  Company's   annual  income  is  generated   through  repeat  business  with
pre-existing clients reflecting the level of current customer satisfaction.

National Wholesaler

Edumedia     is     considering     the     Academic     Distributing,      Inc.
(www.academic-wholesale.com)  as a national sales and distribution  outlet.  The
cost of utilizing this wholesaler's  services is $10,000 per year in addition to
discounted  volume  purchasing  benefits  (50%  off  list),  and  is  considered
reasonable  and  cost-effective  by the Company.  The national  wholesaler  will
supplement  the  marketing/distributing  model that the Company plans to have in
place  by  providing  the  ability  to  penetrate   other  markets   beyond  the
Mid-Atlantic  states without any increases in overhead  costs,  advertising,  or
staff.  Academic  Distributing  supplies  computer  related products through its
re-sellers  located throughout the United States.  Existing Edumedia  authorized
distributors have a productive relationship with Academic Distributing, and they
have provided the re-sellers with product support,  order  fulfillment,  billing
and  collections,  and prompt  distribution.  Edumedia is in the final stages of
contracting with this firm, which should be completed prior to product testing.

                                       8
<PAGE>

The national marketing  distributor is expected to contribute  approximately 15%
of total software sales.  All national sales outside the immediate  geographical
market will be filled and  distributed  from the  wholesale  distribution  firm.
Other services they provide will include:

1)  Marketing  in their  catalogs;  Sales  support  and  training  though  their
    re-seller  channel;
2)  Conducting  informational  seminars;  and
3)  Trade Show participation.

Strategic Authorized Distributors

The  company  is  seeking  to  establish  contractual  relationships  with three
educational software re-sellers who will play prominent roles in the development
and  training  aspects of the product  launch.  The Company is in dialogue  with
Computer  Imageworks and Point,  Click,  Learn. The third candidate is yet to be
identified.   These   distributors   have  helped  develop   program  sales  and
implementation  policies  and  procedures  based  on  their  experience.   These
strategic  partners will be direct  participants  in pilot program  development.
These  strategic  partners  will be able to purchase  the  software at wholesale
discount of 25 to 50%.

Independent Sales Representatives

The   Company  is  seeking  to   establish  a  network  of   independent   sales
representatives  that will be authorized to sell and  distribute the software in
their specified  geographic  regions.  Such  independent  agents typically carry
other complimentary  product lines of non-competing  manufacturers and will help
to expand sales through their client base. The agents will provide the necessary
staff development and training support to their clients,  which will be directed
by rigid training  guidelines.  To implement this, all newly  authorized  agents
will be required to undergo in-house training.  All representatives will receive
compensation in discounted sales of approximately 25% to 30% off  manufacturer's
list price.

In-house Marketing and Support

The Company will hire,  train, and compensate a full time direct marketing staff
that will only sell its products and services.  The initial  in-house  marketing
plan details  direct mail,  mass fax, and mass  e-mailing  activity to strategic
targeted  accounts  including  existing  accounts to introduce  the new software
product.  Direct sales calls will include  appointments with key contacts within
the school districts.

G.       Competition

General

The market for  computer  products and  services is very  competitive.  Edumedia
competes primarily with local and regional technology providers, as well as with
several  national  companies.  The  Company  believes  that  it has  obtained  a
competitive  edge in the  industry  by offering a wider  scope of  services:  in
addition  to its  traditional  hardware  sales  focus the Company is planning to
include software and the networking aspects of technology implementation4.  This
distinguishes  it from  limited  vendors,  who only provide  either  hardware or
software and are thereby restricted to that extent.
----------------
4  the   network   aspects   include   workstation   installation   and  network
configurations   of:  Fiber  Optic,   Category  5  network  cable,  and  Wirless
connectivity. It also includes Filserver installation and configuration with the
on-line application software.

                                       9
<PAGE>

From  the  beginning  of a  project  to the  end,  the  Company's  services  are
comprehensive.  Edumedia commences its client relationships with a professional,
in-depth  assessment of the client's  existing  system.  Many of its competitors
engage in generic bid  specifications  for client  requests,  which is likely to
result in incompatible  software and hardware.  Being a full-service  technology
provider, Edumedia can effectively produce the full range of results its clients
desire.

The list below consists of local competitors in our present geographic market in
New Jersey,  New York, and  Pennsylvania  that also have resources  available to
offer or refer computer repair, on-site service,  training,  support,  classroom
training, software and hardware.

National Competitors                 Regional Competitors

IBM                                  Computer House
Josten's Computer Corner             Contemporary Computer Resources
Skills Bank                          Computer Corner
NovaNet                              Mossmans Business Machines
Power School                         Compulan
Flying Rhinoceros                    Atlantic Micro Systems
Learning Pays.com                    Atlantic Business Machines
LightSpan                            Kehtron
TalkStream                           PC Network Services
Computer Curriculum Corporation      Martek
                                     Schoolhouse Computers
                                     Technical Business Systems
                                     Future Tech
                                     Software Scene
                                     Software City
                                     Business Computer Resources
                                     Hi Tech Systems
                                     Technology 21

Direct Competitors

With respect to the digital portfolio software under development, there are four
competing products on the market, namely Edmin;  Superscool;  Grady Profile, and
the SASI Curriculum  Management Group. The Company believes that easy access via
the Internet, comparative user-friendliness, a strong staff training philosophy,
rubrics for assessment at the student,  teacher, and district level,  curriculum
alignment in lesson planning  demonstrating  compliance with state mandated core
curriculum  content  standards among multiple subject areas will set the Company
and its new software application apart from others.

It is too early to  identify  competing  software  programs  that are similar to
Edumedia's proposed program, and assess their market performance.  Although many
products  have been in R & D stages for several  years,  the  national  trend in
educational techniques is just now maturing to permit commercial acceptance into
the market.  Until recently these concepts were thought to be strictly  academic

                                       10
<PAGE>

and  theoretical.  Edmin,  a California  based  competitor  that has  previously
offered  task  specific  products,  has  reported  substantial  growth  with the
introduction of new software  featuring  assessment  tools similar to Edumedia's
web-based product. Despite the fact that Edmin has clearly established itself as
a major  market  participant  in a short period of time by becoming the first to
market  such a product,  and by  creating a strategic  alliance  with  marketing
powerhouse Compaq, its software lacks emphasis on four program features,  which,
in the Company's assessment, are critical:

1)       Ease of use;
2)       Strong staff training philosophy for successful implementation ;
3)       Rubrics for assessment at the student, teacher, and district level; and
4)       Curriculum alignment in lesson planning,  which demonstrates compliance
         with state mandated core curriculum content  standards,  and across the
         curriculum application among multiple subject areas.

Furthermore, due to the immensity and diversity of the market, Edmin.com's early
success does not preclude  Edumedia and other  market  entrants  from  achieving
substantial  market  penetration.  Another  advantage  that  Edumedia  has  over
identified competitors is its strong local presence,  affiliations, and existing
customer  base.  The  Company  has the  ability  to  develop a network  of local
providers with  accessible,  available,  and skillful  technical  support staff.
According to the Company's marketing and distribution model described above each
direct and authorized  reseller will emphasize  essential staff  development and
training for the teachers and  administrators.  The training to implement  these
software programs has been neglected by competitors who seem to have ignored the
fact that 60% of teachers lack basic computer skills.

There are a number of other  companies  not listed as direct  competitors  below
which have used the term 'digital  portfolio'  with respect to certain  software
products,  none of which  addresses more than one of the features  identified as
key components of a comprehensive digital portfolio solution as defined by state
departments  of education.  An assumption  should  however be made regarding the
existence of as yet  unidentifiable  potential direct  competitors who currently
lack the financial  resources  necessary to achieve national  recognition in the
educational  software  market.  The  following is the current list of identified
competitors to date:

1)       Edmin.com
2)       SuperSchool
3)       Aurbach & Associates Grady Profile
4)       The SASI Curriculum Management Group

Indirect Competitors

Indirect competitors in the marketplace include the following:

1)       Integrated Learning Systems (ILS's), such as Computer Curriculum Corp.,
         which are large software programming companies.  Edumedia will have the
         opportunity  to  contract  with  these  companies  in order to  provide
         digital  profile/assessment  software as a companion  to their  product
         spectrum,  possibly  converting  one or more of them into allies rather
         than competitors;
2)       Fully  integrated  computer  companies,  such as Compaq and IBM,  which
         offer the entire  spectrum of technology in the education  arena but do
         not specifically supply 'Digital Portfolio Assessment Tools'; and

                                       11
<PAGE>

3)       Upstart web portals,  such as Lightspan  and BigChalk who carry bundled
         software  resources  on their  sites,  but do not  currently  offer any
         digital portfolio assessment tools.

1)   Integrated Learning Systems (ILS) companies

These  companies offer  instructional  courseware  focusing on various  specific
curriculum areas which are standardized in the K-12 education market. ILS's have
curriculum  management tools to monitor student strengths and weaknesses through
curriculum  exercises in all skills  outlined in standard  curriculum and tests,
and  then  suggest  additional   exercises  as  a  remedy  to  strengthen  their
weaknesses.  This  process  is  referred  to  as  prescriptive  reporting.  This
curriculum  management  feature is very  similar to the  prescriptive  reporting
feature of the software that Edumedia is currently developing.

Despite the apparent  similarities  with ILS products there are unique  remedial
features in Edumedia's software.  The limiting factors to the implementation and
utilization  of ILS products are that they are  cumbersome  for the novice user.
They  currently  have  neglected  to  implement  multimedia  digital  portfolios
although they recognize the need.

Major ILSs include:

1)   Computer Curriculum Corp. (http://www.cccnet.com,http://www.ccclearn.com/)
2)   JostensComputer Corner (http://www.jostenslearning.com)
3)   TRO/Plato (http://metalab.unc.edu/cmc/mag/1994/jul/plato.html)
4)   SkillsBank (http://www.learningcompanyschool.com/solutions/products
     /sb4over.htm)

2)   Fully Integrated Computer Hardware and Software Companies

These include Compaq, IBM, and Apple who offer the entire spectrum of technology
in the education arena, but are not specifically  offering any digital portfolio
assessment  tools.  The Company has  authorization  to resell the product  lines
available from these companies.

3)   Upstart Web Portals

These feature bundled software resources on their sites, covering all technology
areas including lesson planning, attendance record keeping, curriculum alignment
and management,  subscriptions  to on-line  curriculum  companies,  and distance
learning  tools.  However,  they  are  not  specifically  offering  any  digital
portfolio assessment tools at this time. These include:

1)       Learning Pays.Com (www.learningpays.com)
2)       Lightspan (www.lightspan.com)
3)       Task Stream (www.taskstream.com)
4)       Novanet
5)       Big Chalk
6)       PowerSchool (www.powerschool.com)

The features of Edumedia's new web-based digital portfolio  software are unique,
and the market for this brand of technology is rapidly evolving. The Company has
identified a large demand for its product's characteristics through public trade
shows,  interviews with key  individuals,  and company  research.  The depth and
nature of the market  dictates  that others will soon be offering a competing or
similar software product. This represents both an opportunity and a risk for the
Company, as a rapid commercial  offering with sufficient  marketing resources is
essential  to ensure an  immediate  and  substantial  market  share.  Once brand
identity is established within the mid-Atlantic  states' market,  other dominant
software/  hardware  companies may wish to enter this niche to develop their own
competing product, or to purchase the Company's product outright.

                                       12
<PAGE>

H.   Intellectual Property

The Company has rights on the trade name "Edumedia" as a registered service mark
until  2007.  There is no other  intellectual  property  owned by the Company at
present time. Edumedia will seek intellectual property rights and protection for
its web-based Digital Portfolio and Assessment software product once the product
passes the final stages of planning of the new software product.

H.   Principal Suppliers

Edumedia,  being a full service computer hardware,  software,  and service value
added retailer, necessarily maintains relationships with a large number and wide
variety of  product  suppliers.  Since 1995 the  Company  has  secured  business
partnerships  with several major hardware and software  providers.  As a result,
the  Company is a Symantec  Authorized  Developer,  Hewlett  Packard  Authorized
Reseller,  IBM Business  Partner,  Dell  Authorized  Dealer,  Compaq  Authorized
Reseller,  3COM Authorized  Reseller,  Microsoft  Solution  Provider,  and Adobe
Authorized  Reseller.  In addition,  Edumedia serves as an Authorized  Microsoft
Testing Center, and an A+ Certified Service Center. Additionally,  its inventory
includes products from several other leading  manufacturers of computer hardware
and software, including American Power Conversion,  Corel, Epson America, Intel,
Iomega,  Kingston  Technology,  Lexmark,  NEC  Technologies,   Novell,  Okidata,
Seagate, Sony, Toshiba, ViewSonic, and Western Digital.


K.   Personnel

The  Company  currently  has 12  full-time  employees  including  John P. Daglis
(President and CEO). Grady Faircloth (Consulting Account Manager).  Joseph Gorgo
(Senior  Account  Manager),  Robert  Iaconis  (Service  Manager).  In  addition,
Edumedia  employs  5 IT  technicians  and 3  sales  and  administrative  support
personnel.


Item 2.  Description of Property

The  Company's   principal  executive  offices  are  located  at  110  Roosevelt
Boulevard,  Suite 101, Marmora, NJ, 08223. This facility contains  approximately
four thousand (4,000) square feet of high-technology office space. The office is
fully  supported  with  all  the  necessary  computers,  office  equipment,  and
furniture  required to efficiently  develop,  market, and sell software products
and  services  to  schools  and  other   higher   education   institutions   and
universities, including maintenance and training facilities located on premises.

                                       13
<PAGE>

The Company currently owns no real property.

Item 3.  Legal Proceedings

Due to the cash flow problems  suffered by the Company,  as discussed earlier in
the  Management's  Discussion  and  Analysis  section,  the  Company has certain
dissatisfied  creditors  who have either  initiated  legal  proceedings,  or are
threatening  to do so.  Following  is a summary  of actual or  threatened  legal
proceedings involving the Company.

Litigation

The Company intends to file a verified  complaint  against the former  principal
owner of GB Consulting,  and several former employees for fraudulent conversion,
theft, and misappropriation of funds.

Summons were issued, and criminal proceedings have been instituted,  against the
President  of the  Company,  John P.  Daglis,  in  regard to two  complaints  of
alleged.  The  prosecutor's  office  has now  accepted  a  proposal  to  enter a
pre-trial  intervention  program  within the state of New Jersey to satisfy  the
following complaints:

1. Proteva                          $124,000.00
2. Micro Connections                $ 24,000.00
3. Sun Bank                         $ 40,000.00
-----------------------------------------------
TOTAL                               $188,000.00

The Company will indemnify John Daglis against these claims,  and has accepted a
3-year pre-trial intervention  instalments payment plan that was proposed by the
prosecutor's  office to settle the complaints and eliminate further  proceedings
in this regard.

Further,  the  Company  will also  indemnify  Mr.  Daglis  against  a  complaint
initiated by the District  Justice's  office in Adams County,  Pennsylvania  for
alleged failure to take reasonable  measures to restore property  (US$49,000.00)
to the County of Adams after a mistaken overpayment made by the complainant, and
alleged failure to make required  disposition of funds.  The District  Justice's
office has  proposed a  repayment  plan to settle the  complaint  and  eliminate
further proceedings.

(County of Adams, PA                $  49,000.00)

Following  is a summary  of other  civil  litigation  which  has been  commenced
against the Company;  the amounts involved,  and the present state of the claims
are as listed:
1.       Comtec Systems, Inc.                                 $69,369.50
Filed complaint and received an order granting partial summary judgment;
2.       Ingram Micro                                         $38,637.04
Filed complaint; Co. has filed answer of denial; interrogatories taking place;
3.       Merisel Americas, Inc.                               $35,631.29
Filed complaint; Co. has filed answer of denial (accepted out of time);
interrogatories taking place;
4.       Curtis                                               $29,943.21
Filed complaint and received judgment against the Company on June 30, 2000;
5.       System Warehouse                                     $15,371.00
Filed complaint; Co. has filed answer of denial (accepted out of time);
interrogatories taking place;
6.       PC Age, Inc.                                         $8,601.15
Filed complaint; Co. has filed answer of denial in time;
7.       TechData                                             $4,500.00
Filed complaint; Co. has filed answer of denial in time;

                                       14
<PAGE>

8.       Seneca Data Distributors                             $4,436.26
Filed complaint against Company; filed answer of denial in time;
no interrogatories taking place yet;
9.       Infotel                                              $4,400.00
Filed complaint; Co. has filed answer of denial (accepted out of time);
interrogatories taking place;
10.      RC Maxwell                                           $3,735.00
Filed complaint against Company; filed answer of denial in time;
no interrogatories taking place yet;
11.      All Components                                       $2,453.40
Filed complaint and received judgment against the Company on
September 28, 2000; and
12.      Marlin Leasing Corp.                                 $1,118.08
Filed complaint against Company; filed answer of denial in time; no
interrogatories taking place yet.

Threatened Litigation

The following  complainants  have made serious and credible  threats to commence
civil litigation against the Company.  However, as of the Reference Date no such
claims have, in fact been filed.

1. Leadman Electronics                      for     $ 10,577.03
2. RLM Group                                for     $  9,653.25
3. Creative Computers                       for     $  1,971.00
4. AMP Electronics                          for     $  1,425.24

Settlements/Payment Plans

The  Company  owes taxes for the year 1999,  for the  payment of which liens and
payment plans are already in place.

1. TAXES: Federal Withholding                       $105,553.00
2. TAXES: Sales Tax                                 $ 18,423.00

The Company has settled small claims with the following:

3. John L. Hoffman, CPA                             $    948.50
($200/month payment plan)

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

In May 2000, both Icon Acquisition Corp. (the Company, and surviving corporation
in the merger) and Edumedia, Inc. solicited the consent of their shareholders to
the merger and subsequent  change of name and appointment of Board of Directors.
Required consent was duly given by the shareholders of both corporations.


                                       15
<PAGE>

                                     Part II

Item 5.   Market for Common Equity and Related Stockholder Matters

Trading Market

There is, at present, no public trading market for the Company's securities.

Holders

As of April 1, 2000,  there were  approximately  60 record holders of our voting
common stock.

Dividends

We have not paid cash  dividends  on our common  stock.  We expect to invest our
future earnings, if any, in the further expansion and growth of our business for
the foreseeable future.

Recent Sales of Unregistered Securities During 2000

We sold the following  securities without  registration under the Securities Act
of 1933 during the year ended December 31, 2000:

1.  Between  December  1999 and March 2000 the Company  issued  Common  Stock to
    certain creditors in satisfaction of outstanding debt as follows:

No. of Investors                            Common Shares     Amount Invested
-----------------------------------------------------------------------------
13 (Accredited Investors)                   3,232,781           $ 1,237,423
7 (Non-Accredited Investors)                1,101,145           $   420,422

The  Company  believes  that this  offering is exempt  from  registration  under
Section 4(2) of the 1933 Securities Act.

2.   In a private  placement of its Common Stock  conducted  between  January 1,
     2000 and August 31, 2000,  which  offering  the Company  believes is exempt
     from  registration  under  Section  4(2) of the 1933  Securities  Act,  the
     Company sold securities as follows:

No. of Investors                            Preferred Shares  Amount Invested
-----------------------------------------------------------------------------
1 (Accredited)                                   24,000         $    30,000

No. of Investors                            Common Shares     Amount Invested
-----------------------------------------------------------------------------
11 (Accredited)                                 399,498         $   141,000
23 (Non-Accredited)                             104,162         $    103,329

Item 6.  Management's Discussion and Analysis or Plan of Operation

The following  discussion and analysis  should be read in  conjunction  with our
financial  statements and the notes thereto contained  elsewhere in this report.
The  discussion of these results should not be construed to imply any conclusion
that any condition or circumstance discussed herein will necessarily continue in
the  future.  When used in this  report,  the words  "believes,"  "anticipates,"
"expects,"  and similar  expressions  are  intended to identify  forward-looking
statements.  Risks  and  uncertainties  could  cause  actual  results  to differ
materially  from those that are  modified by these  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date hereof.  The Company  undertakes no
obligation   to  publicly   release  the  results  of  any  revisions  to  these
forward-looking  statements that may be made to reflect events or  circumstances
after the date of this report,  or to reflect the  occurrence  of  unanticipated
events.

                                       16
<PAGE>

Plan of Operation

The Company sells a variety of computer related  products,  including  hardware,
networking  infrastructure,  educational  software,  IT  solutions  and  support
services.  With  prices and  margins on  computer  hardware  declining  rapidly,
Edumedia will focus more of its efforts in the future on developing  and selling
higher margin software and web-based products. To that end, the Company has, and
will expend significant  amounts of money, up to $725,000,  during 2001 in order
to develop a proprietary  digital  portfolio manager described in detail in Item
1.

The Company  commenced an offering of securities in January 2001, which offering
it believes is exempt from  registration  pursuant to Rule 506 of  Regulation D.
The  Company  is seeking  to raise up to  $4,000,000  at from the sale of Common
Stock at the price of $1.00 per share.

In the event that only limited  additional  financing  is received,  the Company
understands that it may not be able to withstand the intense  competition it may
face from larger and more  adequately  financed  companies.  Even if the Company
succeeds in obtaining the level of funding it considers  necessary  there are no
guarantees that these projected  revenues  and/or profits will  materialize.  In
fact,  keeping in mind the possibility of spiraling R & D expenses involved with
developing  new  software  and  related  technology,  the  Company  can  give no
assurances of any kind regarding  funding,  revenues,  costs,  expenses,  and/or
profits.

Results of Operations
(for Year ended December 31, 2000, compared to the Year Ended December 31, 1999)

Revenues  decreased to  approximately  $328,000 for the year ended  December 31,
2000, compared to $2,967,670.42 for the prior year. This decrease in revenue was
primarily the result of misappropriation and fraudulent  conversion of assets by
certain former  employees.  The Company intends to litigate and recover the sums
concerned.

It must be noted that in its Form 10-SB filing the Company reported revenues for
the  first  three  fiscal  quarters  of the  year  totaling  $1,234,749.62.  The
difference between the year-end revenue figures and the reported revenue for the
first three quarters is primarily due to the  misappropriation  mentioned above.
Further,  there was a major  drop in sales in the  fourth  quarter of year 2000.
This discussion is subject to any adjustments that an independent accountant may
make after completion of the audits currently in progress.

Liquidity and Capital Resources

The Company has endured cash flow  constraints that have largely been due to the
fact that to date the Company has relied on  interest  bearing  loans to finance
its operations and growth as opposed to equity infusion. Furthermore, a majority
of the Company's  clients are educational  institutions  (schools) and state-run
educational  agencies:  such accounts  receivable take much more time due to the
bureaucratic process involved.  Considering further the capital-intensive nature
of a hardware inventory necessary for successful operations, the Company has had
significant cash flow problems. This has resulted in a situation wherein despite
significant  sales and revenue  generation the Company has lacked the ability to
pay bills and satisfy creditors.  This has resulted in certain legal proceedings
against the Company by dissatisfied creditors. See Item 3.

                                       17
<PAGE>

The misappropriation and conversion of significant funds by former employees has
further increased the Company's cash flow and liquidity  problems.  Prior to the
reverse  merger with Icon,  Edumedia was an S  corporation,  and as such did not
have to pay taxes on corporate  income.  The Company has filed an extension  for
filing of  corporate  income  tax  returns,  and has not paid any money  towards
possible tax  liability.  However,  due to its status as an S corporation  until
October 2000, and poor performance  thereafter,  the Company does not expect its
tax liability to be significant.


Item 7.           Financial Statements

An audit of the Company's financial statements is still under progress. As such,
the Company  intends to file an  amendment  to this Form 10-KSB in order to cure
this deficiency.


Item  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

There  were  no  changes  in  or  disagreements   with  our  independent  public
accountants on accounting and financial disclosure in 2000.


                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;

John Daglis                    35       President, CEO, Director

Grady Faircloth                49       General Sales Manager, Director

Joseph Gorgo                   45       Purchasing & Consulting Account Manager,
                                        Director

George Karavangelos            29       Director

The following is a brief description of the business background of the executive
officers and directors of the Company.

John P. Daglis (President, CEO)

As the founder and President of Edumedia,  since 1995,5 Mr.  Daglis  established
company  accreditation as a Microsoft  Solutions  Provider in Education,  an IBM
Business  Partner,  a  Certified  Education  Partner  with  Compaq,  a Microsoft
Academic  Authorized  reseller,  a  Hewlett-Packard  Authorized  Dealer,  and  a
Symantec Enterprise Developer.  Additional  authorizations  include Intel, 3Com,
and Nortell Networks,  among others.  During these years his company also gained
recognition as the First to offer MPEG technology to Schools in the state of New
Jersey6.
---------------
5 Mr.  Daglis  started  the  business  as a  sole  proprietorship  in  1992  and
incorporated it into a New Jersey company Edumedia, Inc. in 1995.

                                       18
<PAGE>

Before Edumedia,  Mr. Daglis rose in sales and executive  management for 8 years
with Tandy Corporation in its Business Products and Education Divisions.

Grady Faircloth (General Sales & Senior Account Manager)

Mr.  Faircloth  is  responsible  for  sales  and  marketing  departments.  Other
responsibilities  include  initial  consultation  with  all  new  accounts,  and
maintaining overview of communication with existing accounts,  overseeing of all
proposal preparation and job costing, project planning, consulting, and training
instruction  with all  client  engagements.  Corresponds  with  office  manager,
director of technical services and Purchasing account manager.  Mr. Faircloth is
also Intel certified as an infrastructure analysis and design technician.

Grady W.  Faircloth  began  working  with  Edumedia  in  January,  1998,  and is
responsible for generating sales beyond the company's financial capacity through
strategic efforts and grant application  management for school district clients.
Before  Edumedia,  Mr.  Faircloth  ran a  private  business  as  owner  of three
audio/video  retail  stores  which  also  offered  services  such as  commercial
installations, computer design, computer networking, and custom installation and
design.

Joseph Gorgo (Purchasing & Consulting Account Manager)

Mr. Gorgo oversees all purchase orders  (incoming/outgoing),  and is responsible
for existing vendor relations  and/or  procurement of new vendors to assure best
pricing  and  maximum  profit  margin  available.  He is  also  responsible  for
maintaining  inventory  overview/control  of in-house and/or  available  product
(hardware/software),    marketing   assistance,    proposal/bid/state   contract
preparation assistance,  daily reporting of in-house/available product (based on
current  projects)  provided to general sales manager,  project  manger,  office
manager and director of technical  services.  Mr. Gorgo is also a CompTIA and A+
certified systems engineer.

Joseph M. Gorgo  began  working  with  Edumedia  in July 1997,  and  contributed
substantially  to the  growth of  company  sales and  vendor  relations,  and is
directly  responsible  several  company  major  brand  name  authorizations  for
Edumedia.  Before Edumedia, Mr. Gorgo advanced in sales and executive management
for 14 years with Tandy  Corporation  and its  growing  chain of Radio Shack and
Computer City stores.

George Karavangelos (Director)

George  Karavangelos  is the founder Blue Bell  Financial  Insurance  Agency and
Financial services company;  owner of the Bal Harbor Restaurant in Wildwood, NJ,
and is  actively  involved  in the  management  of a number of retail and rental
properties in the Southern New Jersey Shore.

Item 10.          Executive Compensation

John Daglis, the Company's President and Chief Executive Officer, was not paid a
salary for  services  performed  for the  Company  in 1999,  and has been paid a
salary  of  US$60,000  for the year  2000.  This  amount  will be  increased  to
US$80,000  for the 2001  year,  subject  to the  Company's  receipt  of at least
US$500,000.  To date, no other executive compensation has been paid to any other
individual.
--------------
6  Motion  Pictures  Expert  Group,   which  was  originally  used  in  Hollwood
productions  and has more recently in the past decade became a standard for full
motion video application in on-line and Pesonal Computer based software.

                                       19
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The  following  tables  sets forth,  as of December  31,  2000,  the  beneficial
ownership of the Company's outstanding shares of Common Stock.

Owners of more than five (5) percent of any class of securities:
<TABLE>
<CAPTION>

Title of Class            Name and Address of              Amount and Nature of      Percent of Class
                   Beneficial Owner Beneficial Ownership
<S>                <C>                                         <C>                   <C>
Common                    John Daglis                           3,891,573                 28.4%

Common                    Papaspanos                            1,222,900                  8.9%

Common                    Karavangelos                          1,069,166                  7.8%
</TABLE>

<TABLE>
<CAPTION>

Security Ownership of Management:

Title of Class        Name and Address of Beneficial    Position        Amount of Shares     Percent of Class
<S>                   <C>                               <C>                  <C>             <C>
Common                John Daglis                       President, CEO,      3,891,573              28.4%
                                                        Dircetor
Common                Grady Faircloth                   Director                             less than 5%
Common                Joseph M. Gorgo                   Director                             less than 5%
Common                George Karavangelos               Director             1,069,166               7.8%
Common
</TABLE>


Item 12. Certain Relationships and Related Transactions

On October 10, 2000 the Company merged Edumedia,  Inc., a New Jersey corporation
incorporated  on October  12,  1995 in a stock for stock  exchange.  The Company
agreed to acquire 100% of the outstanding shares of Edumedia, Inc. in return for
twelve million four hundred thousand four hundred (12,400,000) restricted shares
of Icon. As a result of the merger each outstanding share of Common Stock of the
surviving  corporation  was converted into one-half (0.5) of one (1) share,  and
each share of the  predecessor  corporation  was converted into one (1) share of
the surviving  corporation.  Subsequent to the merger,  the Company  elected the
Officers and Directors of Edumedia, Inc. as its Officers and Directors, who then
elected  to change  the name of the  Company  from  Icon  Acquisition  Corp.  to
Edumedia,  Software Solutions Corporation. As such, the Company now performs all
operations and sells all products and services as Edumedia,  Software  Solutions
Corporation. As a result of the merger, the Company's capitalization consists of
20,000,000 authorized shares, of which 16,686,669 were issued and outstanding at
that time.

                                       20
<PAGE>

During the 4th  Quarter  of 2000,  the  Company's  Board of  Directors  voted to
re-purchase  2,973,160 common shares from the Company's  President and CEO, John
Daglis,  in satisfaction of debt owed by Mr. Daglis to the Company in the amount
of $598,356,  or $.20 per share.  As a result of said  transaction,  the Company
currently has 13,713,509 shares issued and outstanding.


Item 13. Exhibits and Reports on Form 8-K

(a)  Exhibits  The  Company  files the  following  exhibits  with this report or
incorporates  by reference to exhibits filed  previously with the Securities and
Exchange Commission by the Company.


(b) Reports on Form 8-K

We have not filed any reports on Form 8-K.


                                   Signatures

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized this 12th day of April 2001.

Edumedia Software Solutions Corporation


By: /s/ John Daglis
-------------------
        John Daglis, CEO (Principal Executive Officer)

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

Dated this 12th day of April 2001


By: /s/ John Daglis
-------------------
        John Daglis, President, CEO and Director


By: /s/ Grady Fairclot
----------------------
        Grady Faircloth, Director


By: /s/ Joseph Gorgo
--------------------
        Joseph Gorgo, Director


By: /s/ George Karavangelos
---------------------------
George Karavangelos, Director