SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20459



FORM 10-KSB



( X ) Annual Report  Pursuant to Section 13 or 15(d) of the
Securities andExchange Act of 1934.



For the Year Ended December 31, 2000



Commission File Number: 333-44586



JAHB HOLDINGS, INC.(Exact name of Registrant as
specified in its Charter)



DELAWARE(State of or other jurisdiction
ofincorporation or organization)
58-2565680(IRS Employer I.D.  No.)




8384 Roswell Road, Suite K, Atlanta, Georgia
30350(Address of Principle Executive Offices)



(770) 552-5096(Registrant's telephone number,
including area code)



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



Common Stock, $.001 Par Value(Securities
registered pursuant to Section 12(g) of the Act)





Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by 7  Section  13 or 15(d) of the  Securities  Exchange
act of 1934 during  the  preceding  12 months  (or for such other  shorter
period  that the registrant was required to file such reports),  and (20 has
been subject to such filing requirements for the past 90 days. _X_ Yes ___No



Indicate by check mark if disclosure of delinquent filers  pursuant to Item
405 of Regulation S-B is not contained herein and will not be contained, to the
best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated  by  referencing  Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. _X__



Issuer's revenues for the most recent fiscal year: $1,320



The aggregate market value of the voting stock held by  non-affiliates  of
the registrant  at  December  31, 2000 was $251,500.  Shares of common stock
held by each officer and director and by each person who owns more that 5% of
the outstanding common stock  have  been  excluded  in that  such  persons  may
be deemed to be affiliates.  This  determination  of  affiliate  status  is  not
necessarily  a conclusive determination for other purposes.



Indicate the number of shares outstanding  of each of the  issuer's  classes
of stock, as of December 31, 2000:10,503,000 Common Shares



Documents Incorporated By Reference - NONE



Transitional small business disclosure format. _X__ Yes __No



1



JAHB Holdings, Inc.FORM 10 - KSB



Table of Contents





PART I.ITEM 1. Description of Business
3ITEM 2. Properties
5ITEM 3. Legal Proceedings
6ITEM 4. Submission of Matters to a Vote of Security Holders
6PART IIITEM 5. Market for the Common Equity and Related Stockholder Matters
6ITEM 6. Plan of Operation
6ITEM 7. Financial Statements
10ITEM 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures
18PART IIIITEM 9  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
18ITEM 10 Executive Compensation
19ITEM 11 Security Ownership of Certain
Beneficial Owners and Management
19ITEM 12 Certain Relationships and Related Transactions
19ITEM 13 Exhibits, Financial Statement
Schedules and Reports on Form 8-K
19Signatures
20










2





PART I.



ITEM 1 - DESCRIPTION OF BUSINESS



General description:



We are a development stage company that intends to provide interactive  video
conferencing  software  and  services to enable  individuals  to see,  hear and
interact with other  individuals  located across the Internet.



1.	Principal products or services and their markets:



We function as a telecommunications, technology and marketing bridge for
customers that want interactive video conferencing solutions. Our services
encompass the technical, marketing and administrative services to:



o  provide software for point-to-point and multi-point interactive video
conferencing; o  arrange for high speed data lines for data  transmission;
o  coordinate online payment processing;  o  train individuals how to
effectively use interactive video conferencing  systems provided by us.

2.	Distribution methods of the products or services:



We do not  currently  have  any  customers  and  there  are no  arrangements
or understandings  to gain any  customers.  We are targeting individuals, web
portals, business,  educational  institutions  and government  organizations to
become our  customers.  We intend to market and sell our products and services
primarily through resellers and strategic partners.  Our president will identify
and try to retain initial marketing  consultants  through  networking and
advertisements in sales and marketing related publications to assist us in
fulfilling a variety of sales and marketing requirements we have.



Our  marketing  efforts  will be  dedicated  to  demonstrating  the  benefits
of interactive  video  conferencing  and how it can be used  to  increase
profits, reduce costs and improve communications. We may participate in trade
conferences and industry forums, and  advertise  in business  publications.  We
intend to increase  our  advertising  and  marketing  expenditures  in an effort
to become better known in our target markets.  These expenditures will cover the
addition of sales, marketing and business  development  agents,  increased
advertising, increased  media  relations,  increased  presence  at  trade
conferences,  and continuing improvements to our web site.



Our marketing budget depends on a number of factors, including our results of
operations  and ability to raise  additional  capital.  In the event that we are
successful in raising additional capital or our results of operations exceed our
expectations, our marketing budget for the next 12-month period will increase
significantly.



3.	Status of any publicly announced new product or service:



None.



4.	Competitive business conditions and the small business issuer's
competitive position in the industry and methods of competition:



The market for  interactive  video  conferencing  services  is  relatively
new, intensely  competitive,  rapidly  evolving  and  subject to rapid
technological change. We expect competition to persist,  intensify and increase
in the future. Some of our  competitors  offer a full range of interactive
video  conferencing services and several others have announced their intention
to do so.







3

Rapid  technological  change in the video conferencing  industry could cause
our software and services to become less  attractive to potential  users which
could lead us to  incur  high  costs to  redesign,  lower  usage  and  could
hurt our revenues.  If we are  unable to  respond  to rapid  technological
changes,  our software and services may become less attractive to potential
users. Our success will depend upon our ability to develop competitive
technologies to enhance our software and services and to develop and  introduce
new software and services in a timely and cost-effective  manner.  Interactive
video conferencing systems are characterized by rapidly changing technology,
developing legal issues, changing user   requirements,   frequent  new  product
and  service   introductions  and enhancements and evolving  industry  standards
in computer  hardware,  operating systems,  database technology and information
delivery systems. We cannot assure you that we will be able to respond quickly,
cost-effectively or sufficiently to these developments.  Our business, financial
condition and operating results may be  adversely  affected if we are unable to
anticipate  or respond  quickly and economically to any developments.



There are  relatively low barriers to entry into our business.  For example,
we have no  significant  proprietary  technology  that  would  preclude  or
inhibit competitors from entering our market.  We expect to face additional
competition from new entrants into the market in the future.  Existing or future
competitors could develop or offer  services that provide  significant
performance,  price, creative or other advantages over those offered by us.



We believe that the  principal  competitive  factors in our market are
strategic expertise,   technical   knowledge  and  creative  skills,   brand
recognition, reliability of the delivered  solution,  client  service and price.
Most of our current and potential competitors have longer operating histories,
larger installed  client bases,  longer  relationships  with clients and
significantly greater financial,  technical,  marketing and public relations
resources than we have and could decide at any time to increase their resource
commitments to our market. In addition,  the market for interactive video
conferencing solutions is relatively new and subject to continuing definition,
and, as a result, the core business of many of our  competitors may better
position them to compete in this market as it matures.  Competition of the type
described above could  materially adversely affect our business, results of
operations and financial condition.



Third parties could independently  develop similar  technologies  because of
the limited protection for our intellectual property, which could lead to
additional competition,   reduced   usage  and  hurt  our   revenues.   Third
parties  may independently  develop technologies similar or superior to our
technologies.  If they do,  this may reduce  the  attractiveness  of our
software  and  services, increase our competition, reduce usage of our software
and services and hurt our advertising  and  commerce  revenues.  Our  business,
financial  condition  and operating  results  could  be  adversely  affected  if
others  develop  similar technologies.



5.	Sources and availability of raw materials and the names of principal
suppliers:



We do not intend to develop our own interactive video conferencing  systems
from scratch.  We believe that a number of high quality systems already exist.
We are evaluating a number of licensing and branding opportunities from
companies that have technology  solutions we can use. Even if we license an
existing system, we will have to retain  contract  programmers  to modify and
enhance  the  existing system to customize it to our needs.  We do not
currently  have any  technology licensing agreements, nor do we have any
contract programmers that can customize systems for us. We may have to cease
operations if we fail to identify  suitable technology, are not able to license
technology under favorable terms, or fail to have those systems customized for
our purposes.



6.	Dependence on one or a few major customers:



None.



7.	Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, including duration:



None.

4

8.	Need for any government approval of principal products or services:

None.

9.	Effect of existing or probable governmental regulations on the
business:

We do not currently face direct  regulation by any  governmental  agency,
other than laws and regulations generally applicable to businesses.



Due to the increasing  popularity and use of the Internet, it is possible
that a number  of laws  and  regulations  may be  adopted  in the U.S and
abroad  with particular  applicability to the Internet.  It is possible that
governments will enact  legislation  that may be  applicable  to us in areas
including  content, network  security,  encryption  and  the use of key  escrow,
data  and  privacy protection,  electronic  authentication  or  "digital"
signatures,  illegal and harmful content,  access charges and retransmission
activities.  Moreover,  the applicability  to the  Internet  of existing  laws
governing  issues  including property  ownership,  content,  taxation,
defamation  and  personal  privacy is uncertain.



The majority of laws that  currently  regulate the Internet were adopted
before the widespread use and  commercialization  of the Internet and, as a
result,  do not  contemplate  or  address  the unique  issues of the  Internet
and  related technologies.  Any export or import restrictions,  new legislation
or regulation governmental  enforcement  of existing  regulations  may limit the
growth of the Internet,  increase our cost of doing  business or increase our
legal  exposure. Any of these  factors  could have a  material  adverse  effect
on our  business, financial condition and results of operations.



Violations  of local  laws  may be  alleged  or  charged  by  state  or
foreign governments  and we may  unintentionally  violate local laws.  Local
laws may be modified,  or new laws enacted,  in the future.  Any of these
developments could have a  material  adverse  effect on our  business,  results
of  operations  and financial condition.

10.	Estimate of the amount spent during each of the last two fiscal years on
research and development activities:

None.

11.	Costs and effects of compliance with environmental laws (federal, state
and local):

None.

12.	Number of total employees and number of full time employees:

We have one part time employee. From time to time,  we  will  employ
additional  independent   contractors  to  support  our development,
technical,   marketing,   sales,   support   and   administrative organizations.
Competition for qualified  personnel in the industry in which we compete is
intense.  We believe  that our future  success will depend in part on our
continued  ability  to  attract,  hire  or  acquire  and  retain  qualified
employees.

ITEM 2 - DESCRIPTION OF PROPERTY

We have our corporate headquarters in Atlanta, Georgia. Substantially all of
our operating activities are conducted from 400 square feet of office space
provided by our president at no charge. We believe that additional space will be
required as our business expands and believe that we can obtain suitable space
as needed. We do not own any real estate.







5

ITEM 3 - LEGAL PROCEEDINGS



NONE



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



NONE



PART II.



ITEM 5 - MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



a. Market information: Our common stock does not trade on any stock
exchange.b. Holders: There are six holders of our common stock.c.
Dividends: We have not and do not anticipate that we will pay any dividends in
the future.

ITEM 6 - PLAN OF OPERATION



General discussion.We began implementing  phases of our  business  plan
in July 2000.  Our plan of operations for the  following twelve  months  is to
complete  the  following  objectives, subject to the sale of the maximum number
of shares we are offering pursuant to our effective registration statement:



o	Select and license interactive video conferencing technology.



Since July  2000,  we have been  evaluating  different  interactive  video
conferencing technologies available for licensing and branding. To date, we have
not licensed any technology.  We believe we will be in a position to select and
license a technology platform during the second quarter of 2001.



o	Customize interactive video conferencing technology.



Since  July 2000,  we have been  identifying  and  meeting  with  software
developer  contractors that could help us customize any interactive  video
conferencing  technology  that  we may  license  and  that  could  help us
integrate with payment processing systems. We plan to continue to identify
suitable  prospects  so that we have a wide  range to select  from when we need
them. We believe we will be in a position to select contract software developers
once we identify and license an interactive video  conferencing technology
platform  during the second  quarter of 2001. To date, we have not engaged any
software development services.



o	Create a cost-effective and internet-based marketing campaign.



During the second  quarter of 2001, we intend to engage  professionals  to
assist us in designing an efficient and  economical  sales,  marketing and
	public relations campaign. We anticipate that the initial campaign will be
completed in the beginning of the third quarter of 2001.



o	Build an internal administrative and managerial organization.



During the second and third quarter of 2001,  we plan to  identify,
interview  and engage part-time and contract  personnel to assist us in
overseeing  all areas of our operations.



o	Deploy and market interactive video conferencing technology.



We anticipate that we will be positioned to begin offering our services by
	the end of the third quarter of 2001.

6

Our  actual  expenditures  and  business  plan  may  differ  from  this  plan
of operations.  Our board of directors  may decide not to pursue this plan,  or
may decide  to  modify  it based on new  information  or  limits  in the  amount
of available financing.



Our actual results and our actual plan of operations may differ materially
from what is stated above.  Factors which may cause our actual results or our
actual plan of operations to vary include, among other things,  decisions of our
board of  directors  not  to  pursue  a  specific   course  of  action  based
on  its re-assessment  of the  facts or new  facts,  and changes  in the
interactive  video conferencing  business or general  economic  conditions .



Revenues.



We have not  generated  any  revenues  yet.  We intend to  generate  revenue
by offering  a  range  of  services  to  deliver   interactive  video
conferencing solutions.

Cost of revenues.



As we grow, our operating expenses will increase in connection with:



o	technology licensing and customization; o	publicity; o	sales and
marketing; o	web site development; and o	general and administrative
needs to support our growth.

Publicity  expenses will consist  primarily of compensation  for publicists
that would provide us with  creative  writing,  editorial  contacts and the
skills to pitch our story to the media. We expect to significantly  increase our
publicist expenses in absolute  dollars as we launch our service.  Some of these
expenses may be paid through the issuance of shares.



Sales and marketing  expenses  consist  primarily of compensation  for sales
and marketing  agents,  travel,  public  relations,   sales  and  other
promotional materials,  trade shows,  advertising and other sales and marketing
programs. We expect to  continue  to increase  our sales and  marketing
expenses in absolute dollars  in  future  periods  to  promote  our  brand,  to
pursue  our  business development strategy and to increase the size of our sales
force.



General and  administrative  expenses  consist  primarily  of  compensation
for personnel and fees for outside professional advisors. We expect that general
and administrative  expenses will continue to increase in absolute dollars in
future periods as we continue to add staff and  infrastructure  to support our
expected domestic  and  international  business  growth  and bear the  increased
expense associated with being a public company.



We anticipate  that we will incur net losses at least until the end of 2003.
The extent of these losses will be contingent, in part, on the amount of net
revenue generated from customers. It is possible that our operating losses will
increase in the future and that we will never achieve or sustain profitability.



Limited operating history



Our limited  operating  history makes predicting  future operating  results
very difficult.  We believe that you should not rely on our current operating
results to predict our future  performance.  You must consider our prospects in
light of the risks, expenses and difficulties encountered by companies in new
and rapidly evolving  markets.  We may not be  successful  in  addressing  these
risks  and difficulties.



Our fiscal year ends December 31.



7

Results of operations



For the  period  January  5,  1999 to December 31,  2000,  we did not
generate  any operating revenues and incurred a cumulative net loss of
approximately  $34,600. Our operating expenses have consisted substantially of
consulting, employee compensation and professional fees.



Our results of operations for the years ended December 31, 2000 and/or for
the period  January 5, 1999 to December 31,  1999, are not  necessarily
indicative of the results for any future  period.  We expect to expand our
business and client base, which will require us to increase the number of
technical, sales and marketing agents and to develop our web site and purchase
equipment, which will result in increasing expenses.



Liquidity and capital resources



Our  operating  and  capital  requirements  have  exceeded  our cash  flow
from operations as we have been building our business.  Since inception, we have
used cash of approximately  $9,100 for operating and investing  activities,
which has been primarily funded by $103,000 in capital contributions from our
shareholders.  At December 31, 2000 we had $92,378 in cash.



We expect to make  expenditures  of at least  $200,000  during the twelve
months following the closing of this offering.  These funds will be used to
license and customize software, continue web site development, begin sales and
marketing and for general working capital.



We have an accumulated  deficit,  and we expect to have negative working
capital for at least  until the end of 2003.  Accordingly, our ability to
continue as a going concern is dependent upon obtaining additional  capital and
financing for our planned operations.



Need for additional financing.

We are trying to sell up to 2,000,000 shares of our common stock at $0.50,
pursuant to an effective registration statement. The offering is on a
best-efforts, no minimum basis. As such, there will be no escrow of any of the
proceeds of the offering and we will have immediate use of such funds to finance
our operations. During 2000, we sold only $3,000 worth of our shares.

We do not plan to (i) conduct any product research and development, (ii)
purchase any plant or significant equipment or (iii) hire any additional
employees, until we raise at least $200,000 from our offering.

If we are  successful  in selling at least  400,000 of the shares  in our
offering,  the $200,000 of proceeds generated will be sufficient to maintain our
operations for at least 12 months after  completion of the offering.  If we are
unable to raise these funds we will not remain as a viable going  concern and
investors may lose their entire investment.



Limited operating history.

As a  result  of our  limited  operating  history,  we have  limited
meaningful historical  financial  data  upon  which  to base  planned  operating
expenses. Accordingly,  our anticipated  expense levels in the future are based
in part on our expectations as to future revenue.  We expect that these expense
levels will become, to a large extent,  fixed. Revenues and operating results
generally will depend on the volume of, timing of and ability to complete
transactions,  which are difficult to forecast.  In addition,  there can be no
assurance that we will be able to  accurately  predict our net  revenue,
particularly  in light of the intense competition for Internet  professional
services,  our limited operating history and the uncertainty as to the broad
acceptance of the web and Internet. We may be unable to adjust  spending in a
timely  manner to  compensate  for any unexpected revenue shortfall or



8

other unanticipated changes in our industry. Any failure by us to  accurately
make  predictions  would  have a material  adverse effect on our business,
results of operations and financial condition.

Material agreements



To date, we have not entered into any arrangements with  independent agents
to provide technology development, sales or marketing, or with any customers.

In July  2000,  we  entered  into a  one-year  employment  agreement  with
Joel Arberman,  who will be compensated at the rate of $60,000 per year.
However, the agreement is not effective, and no compensation is to be paid or
accrued under such agreement,  until we have issued more than  $500,000 of our
common stock (for cash or services), or when  client revenues are sufficient to
provide a full or partial salary.

CAUTIONARY STATEMENT



This  Form  10-KSB,   press  releases  and  certain  information  provided
periodically  in writing or orally by the  Corporation's  officers or its agents
contain  statements  which  constitute  forward-looking  statements  within  the
meaning of Section 27A of the Securities  Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The words expect,  anticipate,  believe,  goal,
plan,  intend,  estimate and similar  expressions and variations thereof if used
are  intended  to  specifically  identify  forward-looking   statements.   Those
statements appear in a number of places in this Form 10-KSB and in other places,
particularly,  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  and include statements  regarding the intent,  belief or
current  expectations  of the  Corporation,  its  directors or its officers with
respect to, among other  things:  (i) the  Corporation's  liquidity  and capital
resources;  (ii) its  financing  opportunities  and plans  and (iii) its  future
performance  and  operating  results.  Investors and  prospective  investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve risks and  uncertainties,  and that actual  results may
differ  materially from those projected in the  forward-looking  statements as a
result of  various  factors.  The  factors  that might  cause  such  differences
include,  among  others:  (i)  any  material  inability  of the  Corporation  to
successfully  identify,  consummate  and  integrate the  acquisition  of finance
receivables at reasonable and anticipated  costs, (ii) any material inability of
the Corporation to successfully  develop its products;  (iii) any adverse effect
or limitations  caused by governmental  regulations;  (iv) any adverse effect on
the Corporation's  continued positive cash flow and ability to obtain acceptable
financing in connection with its growth plans; (v) any increased  competition in
business;  (vi) any inability of the  Corporation  to  successfully  conduct its
business in new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation  undertakes no obligation to
publicly  update or revise  the  forward  looking  statements  made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.







































9



ITEM 7 - FINANCIAL STATEMENTS



JAHB Holdings, Inc.(A Development Stage
Enterprise)



TABLE OF CONTENTS









PAGEINDEPENDENT AUDITORS’ REPORT
F-2FINANCIAL STATEMENTSBalance Sheet
F-3Statements of Operations
F-4Statements of Stockholders’ Equity (Deficit)
F-5Statements of Cash Flows
F-6Notes to Financial Statements
F-7






































































F-1





10





[Letterhead of Kingery, Crouse & Hohl, P.A.]





#### 

#### INDEPENDENT AUDITORS’
REPORT









To the Board of Directors of JAHB Holdings, Inc.:



We have audited the accompanying balance sheet of JAHB Holdings, Inc. (the
“Company”), a development stage enterprise, as of December 31, 2000,
and the related statements of operations, stockholders’ equity (deficit),
and cash flows for the year then ended, and the periods January 5, 1999 (date of
incorporation) to December 31, 1999 and 2000.  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 auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audits 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 the disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and the significant estimates made by management, as well as the
overall financial statement presentation.  We believe 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 the Company as of December
31, 2000, and the results of its operations and its cash flows for the year then
ended, and the periods January 5, 1999 (date of incorporation) to December 31,
1999 and 2000 in conformity with accounting principles generally accepted in the
United States of America.



The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan.  As of the date of these financial statements,
there is no assurance that the Company will be successful in its efforts to
raise the necessary capital to commence its planned principal operations and/or
implement its business plan. These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s
plans in regard to this matter are described in Note B.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





Kingery, Crouse & Hohl, P.A.



April 9, 2001Tampa, FL



F-2



11





JAHB Holdings, Inc.(A
Development  Stage Company)



BALANCE SHEET AS OF DECEMBER 31, 2000





ASSETSCURRENT ASSETSCash and cash equivalents
$     92,378Total
$     92,378LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES
$              -STOCKHOLDERS’ EQUITYCommon stock - $0.001 par value; authorized 20,000,000
common shares; 10,503,000 shares issued and outstanding
10,503Additional paid-in capital
116,497Deficit accumulated during the development stage
(34,622)Total
Stockholders’ Equity
92,378Total
$    92,738






See notes to financial statements.







































F-3







12



JAHB Holdings, Inc.(A
Development Stage Enterprise)



STATEMENTS OF OPERATIONS







For the Year Ended December 31, 2000

For the Period January 5, 1999 (date of incorporation) to
December 31, 1999

For the Period  January 5, 1999 (date of incorporation) to
December 31, 2000REVENUEInterest income
$        1,320

$                 -

$           1,320EXPENSESEmployee compensation
15,000



15,000Consulting fees – related party


10,500

10,500Professional fees
9,492

-

9,492Organization costs
136

279

415Office expenses
535

-

535Total Expenses
25,163

10,779

35,942NET LOSS
$    (23,843)

$       (10,779)

$       (34,622)Net Loss Per  Share-Basic and Diluted
$          (.00)

$            (.00)

$            (.00)Weighted Average Shares            Oustanding- Basic and Diluted
10,500,375

10,500,000

10,500,188






See notes to financial statements.























F-4















13

JAHB Holdings, Inc.(A Development Stage
Enterprise)



STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)FOR THE
YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD JANUARY 5, 1999(date of
incorporation) TO DECEMBER 31, 1999



Common Stock


Additional Paid-In

Deficit Accumulated During the DevelopmentShares

Amount

Capital

Stage

TotalBalances, January 5, 1999   (date of  incorporation)

-

$          -

$             -

$                  -

$             -Issuance of common stock for      services

10,500,000

10,500



-

10,500Net loss for the period January    5, 1999 (date  of  incorporation) to
December 31, 1999

-

-



(10,779)

(10,779)Balances, December 31, 1999

10,500,000

10,500



(10,779)

(279)Issuance of common stock for   cash

3,000

3

1,497



1,500Capital contribution





100,000



100,000Contribution of services by     employee





15,000



15,000Net loss for the year ended    December 31, 2000

-

-

-

(23,843)

(23,843)Balances, December 31, 2000

10,503,000

$  10,503

$  116,497

$   (34,622)

$    92,378






See notes to financial statements























F-5



14







JAHB Holdings, Inc.(A Development Stage
Enterprise)



STATEMENTS OF CASH FLOWS





For the Year Ended December 31, 2000

For the period January 5, 1999 (date of incorporation) to
December 31, 1999

For the period January 5, 1999 (date  of  incorporation) to
December 31, 2000Cash Flows From Operating ActivitiesNet loss

$         (23,843)

$             (10,779)

$            (34,622)Adjustments to reconcile net loss to net
cash used by operating activities:Issuance of stock for services



10,500

10,500Non-cash compensation

15,000



15,000Net Cash Used by Operating
Activities

(8,843)

(279)

(9,122)Cash Flows From Financing ActivitiesIssuance of common stock

1,500

-

1,500Increase (decrease) in due to affiliate

(279)

279

-Capital contribution

100,000

-

100,000Net Cash Provided by Financing
Activities

101,221

279

101,500Net Increase (decrease) In Cash and Cash   Equivalents

92,378

-

92,378Cash and Cash Equivalents at Beginning   of Period

-

-

-Cash and Cash Equivalents at End of   Period

$          92,378

$                        -

$             92,378Supplemental cash flow information:Cash Paid For:Interest

$                  0

$                      0

$                  0Income Taxes

$                  0

$                      0

$                  0




See notes to financial statements.















F-6



15

JAHB Holdings, Inc.(A Development Stage
Enterprise)



NOTES TO FINANCIAL STATEMENTS



NOTE A - FORMATION AND OPERATIONS OF THE COMPANY



JAHB Holdings, Inc. ("we",  "us", "our") was incorporated under the laws of
the state of Delaware on January 5, 1999. We are considered to be in the
development stage as defined in Financial  Accounting  Standards  Board
Statement No. 7, and intend to provide  interactive  video  conferencing
software and services.  Our planned principal  operations have not commenced;
therefore accounting policies and procedures have not yet been established.



USE OF ESTIMATES



The preparation of financial  statements in accordance  with accounting
principles generally accepted in the United States of America requires us to
make estimates and assumptions that affect the reported  amounts of assets and
liabilities  and the  disclosure  of contingent assets and liabilities at the
date of the financial  statements.  The reported  amounts of revenues and
expenses  during the  reporting  period may be affected by the estimates  we are
required to make.  Actual results could differ from those estimates.



NOTE B – GOING CONCERN



Our financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  We have incurred net operating losses since our
inception, and anticipate that we will incur net losses for the foreseeable
future and require a significant amount of capital to commence our planned
principal operations and proceed with our business plan.  Accordingly, our
ability to continue as a going concern is dependent upon our ability to secure
an adequate amount of capital to finance ours planned principal operations
and/or implement our business plan.  Our plans include selling shares of our
common stock through our public offering (see Note F), however there is no
assurance that we will be successful in our efforts to raise capital.  These
factors, among others, indicate that we may be unable to continue as a going
concern for a reasonable period of time. Our financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities that might be
necessary should we be unable to continue as a going concern.



NOTE C - RELATED PARTY TRANSACTIONS



On the date of incorporation, 10,500,000 shares of our common stock were
issued to our president  and certain of our president's  relatives as
consideration for certain consulting services. The value of these services,
which was based on the  number,  and fair  value of shares  issued (as
determined  by our Board of Directors),  has been  reflected  as  consulting
services  in the  accompanying 1999 statement of operations.



During the year ended December 31, 2000, we recognized $15,000 of employee
compensation.  We believe this  amount represents the fair value of services
provided to us by our president during the year.   Because this compensation
will not be paid, now or in the future, this amount has been reflected as an
increase in additional paid-in capital in the accompanying balance sheet. No
amounts have been ascribed to the use of a portion of our president's home for
office space in the accompanying statements of operations because the value of
such office space was not considered significant.



Our President and majority stockholder periodically advances funds to us.
These advances, which were repaid as of December 31, 2000, were unsecured,
non-interest bearing and due on demand. Also, the parents of our President (who
are also two of our minority stockholders) made a $100,000 capital contribution
during the year.  No consideration was provided and/or is to be provided for
this contribution.



F-7



16

NOTE D - INCOME TAXES



During the year ended December 31, 2000 and the period January 5, 1999 (date
of incorporation) to December 31, 1999, we recognized losses for both financial
and tax reporting purposes.  As such, no deferred  income taxes have been
provided for in the  accompanying  statement of operations



At December 31, 2000, we had a net operating loss carryforward of
approximately $9,122 for income tax  purposes.  The  carryforward  will be
available to offset future taxable  income  through the year ended  December 31,
2020. The deferred income  tax asset  arising  from this net  operating  loss
carryforward  is not recorded in the  accompanying  balance sheet because we
established a valuation allowance  to fully  reserve  such asset,  as its
realization  did not meet the required asset recognition standard established by
SFAS 109



NOTE E – NET LOSS PER SHARE



We compute  net loss per share in  accordance  with SFAS No. 128  "Earnings
per Share"  ("SFAS No.  128") and SEC Staff  Accounting  Bulletin No. 98 ("SAB
98"). Under the  provisions  of SFAS No.  128 and SAB 98,  basic net loss per
share is computed by  dividing  the net loss  available  to common  stockholders
for the period by the weighted  average number of common shares  outstanding
during the period.  Diluted net loss per share is computed by dividing the net
loss for the period by the number of common and common equivalent shares
outstanding  during the period.  There were no common equivalent  shares
outstanding as of December 31, 2000 or 1999; accordingly basic and diluted net
loss per share are identical for each of the periods in the accompanying
statements of operations.



NOTE F – COMMON STOCK OFFERING



In October, 2000, our registration statement with the SEC to sell up to
2,000,000 shares of our common stock at $0.50 per share, was declared effective.
The offering is on a best-efforts, no minimum basis. As such, there will be no
escrow of any of the proceeds of the  offering  and we will have the  immediate
use of such funds to finance our operations.















































F-8



17



ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES



NONE



ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.



The following table and subsequent  discussion contains  information
concerning our director and executive officer,  who will serve in the same
capacity with us upon  completion  of the  offering.  Our  executive  officer
was elected to his position in July 2000.





Name
Age
TitleJoel Arberman
28
President and Director




There are no other persons  nominated or chosen to become directors or
executive officers nor do we have any employees other than above.



Mr. Arberman has served as president, chief executive officer and a member of
our board of directors since July 2000.  His prior experiences are listed below:



Dates of Employment
Position/CompanyMarch 2000 until present
independent corporate finance and business development consultant.November 1999 until March 2000
Chief Technology Officer and a member of the board of directors of
ConnectivCorp, Inc., a publicly traded company.May 1998 until 	November 1999
founder,  president,  chief  executive officer and director of ConnectivCorp,
IncJanuary 1997 until May 1998
independent   corporate   finance  and business development consultant.August 1995 until January 1997
Internet Analyst of Yorkton Securities, Inc.,November 1994 until August 1995
Equity Analyst at SunAmerica Asset Management CompanyJuly 1993 until November 1994
Junior Analyst at First Investors Management Corporation




Mr. Arberman holds a B.S. degree in Business Administration with a
concentration in finance and marketing and a minor in economics  from the State
University of New York, at Albany.



Our directors hold office until the next annual meeting of shareholders  and
the election  and   qualification  of  their   successors.   Directors   receive
no compensation  for serving on the board of directors other than  reimbursement
of reasonable  expenses incurred in attending  meetings.  Officers are appointed
by the board of directors and serve at the discretion of the board.



CONFLICTS OF INTEREST



Our director and officer is or may become, in his individual capacity,
officer, director,  controlling shareholder and/or partner of other entities
engaged in a variety of businesses.  There exist  potential  conflicts of
interest  including allocation of time between JAHB and his other business
activities.



No proceeds from this  offering will be used to purchase  directly or
indirectly any  shares of the  common  stock  owned by any  present
shareholder,  officer, director or promoter.  No proceeds from this offering
will be loaned to our sole officer and director.  We also will not use proceeds
of this  offering  purchase the assets of any company,  which is beneficially
owned by any of our current or future officers, directors, promoters or
affiliates.



18

ITEM 10 - EXECUTIVE COMPENSATION.



There was no officer whose salary and bonus for the period exceeded $100,000.



Mr. Arberman is currently employed by JAHB Holdings, Inc. at an annual salary
of $60,000 per annum according to a one year written employment agreement signed
on July 1, 2000.  However, this agreement is not yet effective, and as a result,
Mr. Arberman is not accruing or entitled to any compensation until we sell at
least  $500,000 of our shares, or until client revenues are sufficient to
provided a full or partial salary.   His employment agreement provides for
reimbursement of business related expenses, four weeks of vacation per calendar
year, medical and disability benefits, additional benefits as offered by JAHB
and bonus entitlement.  Until there is an independent  board member,  Mr.
Arberman  has agreed not to receive any benefits or bonus from us. The
employment  contract  also  contains  standard  non-compete,   termination,
confidentiality and other clauses.



We do  not  presently  have a  stock  option  plan  but  intend  to  develop
an incentive-based  stock option plan for our officers and  directors in the
future and may reserve shares of our authorized common stock for that purpose.



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



The  following  table  sets forth  information  with  respect to the
beneficial ownership of our common stock before and after giving  effect to the
sale of the maximum number of shares of common stock  offered.  All
shareholders  have sole voting and investment power over the shares beneficially
owned.  Included within this table is information  concerning each  stockholder
who owns more than 5% of any class of our  securities,  including  those  shares
subject to  outstanding options.  Although  our  officer  may  purchase  shares
in this  offering,  the following  amounts  assume that our officer  does not
purchase  any  additional shares.





Beneficial ownership
class of common stock
shares owned
Percentage of sharesJoel Arberman8384 Roswell Road, Suite K Atlanta, Georgia 30350
10,000,000
95.21%






ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



Upon incorporation,  on January 5, 1999, we issued 10,500,000 shares for
$10,500 worth of services.



Mr. Arberman, our president, provides us various equipment and a portion of
his home for office space for no consideration.  The value of this equipment and
office space are considered to be insignificant.



Alfred and  Rachelle  Arberman,  the parents of our  president,  made a
$100,000 capital contribution on August 25, 2000 for no additional
consideration.



All  future  transactions   between  us  and  our  officers,   directors  or
5% shareholders,  and  their  respective  affiliates,  will  be on  terms  no
less favorable  than could be obtained  from  unaffiliated  third parties and
will be approved by a majority of any independent, disinterested directors.





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



Exhibits - None. Financial Statement Schedules - None. Reports on
Form 8-K - None.



19



SIGNATURES



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



JAHB HOLDINGS, INC.



By: /s/ Joel ArbermanChief Executive Officer



Dated: April 13, 2001





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





SIGNATURE
TITLE
DATE/s/ Joel Arberman
Director, Chief Accounting Officer
April 9, 2001




20