U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   Form 10-KSB

[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:  0-31497

                               ValuSALES.com, Inc.
                 (Name of small business issuer in its charter)

                               Florida 65-1001686
           (State of Incorporation) (IRS Employer Identification No.)

                         4101 Ravenswood Road, Suite 209
                     (Address of Principal Executive Office)


                            Fort Lauderdale, FL 33312
                           (City, State and Zip Code)

                     Issuer's telephone number: 954-792-3773


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

         None

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

         Common Stock, par value $.0001

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
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. ___

State issuer's revenue for its most recent fiscal year: $2,422,563.

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked priced of such stock, as of a specified date within the past 60
days (See definition of affiliate in Rule12b-2): $3,421,250 as of March 1, 2001.

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

(Issuers involved in bankruptcy proceedings during the past five years) Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes ____ No ____

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 13,685,000 shares of common stock as of March 1, 2001.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.

<PAGE>



                               ValuSALES.com, Inc.

                                   FORM 10-KSB

                                TABLE OF CONTENTS


                                     PART I

                                                                           Page
                                                                           ----
ITEM 1.  Description of Business ..........................................  2

ITEM 2.  Description of Property ..........................................  9

ITEM 3.  Legal Proceedings ................................................  9

ITEM 4.  Submission of Matters to a Vote of Security Holders ..............  9


                                     PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters .........  9

ITEM 6.  Management's Discussion and Analysis or Plan of Operation ........  9


                                    PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons ..... 12

ITEM 10. Executive Compensation ........................................... 13

ITEM 11. Security Ownership of Certain Beneficial Owners
            and Management ................................................ 13

ITEM 12. Certain Relationships and Related Transactions ................... 13

ITEM 13. Exhibits and Reports on Form 8-K ................................. 13


SIGNATURES ................................................................ 14





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FACTORS THAT MAY AFFECT FUTURE RESULTS

This Annual Report on Form 10-KSB and the documents incorporated herein by
reference contains certain forward-looking statements within the meaning of the
Federal Securities Laws. Specifically, all statements other than statements of
historical facts included in this Annual Report on Form 10-KSB regarding our
financial performance, business strategy and plans and objectives of management
for future operations are forward-looking statements and based on our beliefs
and assumptions. If used in this report, the words "anticipate," "believe,"
"estimate", "expect," "intend," and words or phrases of similar import are
intended to identify forward-looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
certain risks, uncertainties, and assumptions, including but without limitation,
those risks and uncertainties contained in our Annual Report on Form 10-KSB.
Although we believe that our expectations are reasonable, we can give no
assurance that such expectations will prove to be correct. Based upon changing
conditions, any one or more of these events described herein as anticipated,
believed, estimated, expected or intended may not occur. All prior and
subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by this cautionary statement.


PART I
--------------------------------------------------------------------------------
ITEM 1 - DESCRIPTION OF BUSINESS

CORPORATE HISTORY

ValuSALES.com, Inc. a Florida corporation (the "Company" or "ValuSALES") was
formed to create a single-source Internet solution's company providing Internet
and Technology products and services to various sized customers.

ValuSALES, Inc. was incorporated in the State of Florida, on March 19, 1999, and
had no operations until on July 20, 1999 when it purchased assets for, $75,000,
and signed employment agreements with two individuals, which included the
issuance of 900,000 shares of common stock. The assets acquired were property
and equipment for $40,000 and inventory for $35,000. The common stock was valued
at par because the Company was privately owned and no market existed for the
sale of its stock.

On December 1, 1999, ValuSALES, Inc. sold 2,673,000 shares of its common stock
for $175,000 and used the proceeds to acquire an inactive entity, September
Project II Corp., which then changed its name to ValuSALES.com, Inc. and became
the surviving entity.

For accounting purposes, the acquisition has been treated as a capital
transaction rather than a business combination. Accordingly, the 5,000,000
outstanding shares of September Project II, Corp. have been reflected as
outstanding since inception.

All significant interdivisional transactions and balances have been eliminated.

The Company has elected to operate with divisions rather than create separate
corporations for each business segment. The Company is headquartered at 4101
Ravenswood Road, Suite 209, Fort Lauderdale, FL 33312.

GENERAL

ValuSALES provides Internet and Technology products and services for clients
ranging from small to medium sized customers looking for a solution to develop
and integrate a web site, advertising and marketing, technology products, and
streaming video into their business. Our Company Division's include e-business
solutions, marketing and advertising, technology products and integration,
streaming video technology, and Internet mortgage banking. We believe that our
primary strengths that distinguish us from our competitors are our:

         o        understanding of new Internet and Technology business
                  strategies

         o        broad service offerings and end-to-end solutions

         o        experience in various technology product engagements


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Examples of ValuSALES Internet and Technology products and services include (1)
website strategy, development, design, and corporate identity for entertainer
Nestor Torres, including event scheduling, (2) website strategy, development,
design, and corporate identity for equipment distributor Pantropic Power,
including a complete product catalog, and (3) website strategy, development,
design, streaming video, corporate identity, and advertising for Advantage
Diabetic Care, including streaming product videos for pharmaceutical
manufacturers, Medicare and insurance invoicing, and integration with the
company's IBM AS400 system and Medicare architectures, and (4) consulting,
design, and production of streaming video's for Buy Domains.com, one of the
first domain name resellers to use streaming video technologies for Internet
video interviews of their CEO for public relations.

THE VALUSALES APPROACH

We have Company Divisions in the following areas: e-business solutions,
marketing and advertising, technology products and integration, streaming video
technology, and Internet mortgage banking. We utilize our knowledge base and
professional talent from our Company Divisions to provide our clients with
various solution offerings.

VALUSALES.COM DIVISIONS

         o        E-BUSINESS SOLUTIONS - www.webodyssey.cc

                  WebODYSSEY was formed in April 2000 to help our clients
                  evaluate and formulate e-business strategies and solutions
                  that will result in a competitive advantage. Our services
                  include Internet strategy formulation, web site design,
                  development, and hosting, e-commerce website design, graphic
                  design and layout, programming, business-to-business services,
                  quantitative market research, competitive analysis, business
                  process design and implementation, delivery of streaming video
                  and multimedia, Intranet/Extranet, and domain services. An
                  example of a ValuSALES.com e-business solution is the website
                  strategy, development, design, streaming video, and corporate
                  identity for Advantage Diabetic Care, including streaming
                  product videos for pharmaceutical manufacturers, Medicare and
                  insurance invoicing, and integration with the company's IBM
                  AS400 system and Medicare architectures.

         o        ADVERTISING AND MARKETING - www.odysseyadvertising.com

                  Odyssey Advertising was formed in July 1999 to help clients
                  identify their customers and other target audiences, define
                  the processes and venues for communicating with these
                  audiences and analyze the results of their marketing efforts.
                  We use our understanding of customer preferences to develop
                  interactive content and to create brand value that enhance and
                  extend our clients' relationships with their customers. Our
                  services are intended to optimize a customer's experience with
                  our clients. Our marketing and advertising services include:

                  MARKETING AND COMMUNICATIONS STRATEGY: These services include
                  brand research and development, media planning, online or
                  direct marketing, audio and video production, relationship
                  marketing and online and offline promotion measurement and
                  analysis.

                  CREATIVE SERVICES: These services include brand and identity
                  development, design of brochures and catalogs, design for
                  product packaging and complete audio and video production from
                  script writing to media placement including print, radio, and
                  television.

                  An example of our client advertising and marketing services is
                  Phasor Marine, Inc. We created the clients corporate identity
                  including logo, product brochures, media design and placement,
                  and coordinated all trade show display designs and production.

         o        TECHNOLOGY PRODUCTS AND INTEGRATION - www.valucomputers.com

                  ValuCOMPUTERS was formed in July 1999 to help our clients
                  create business solutions by providing a set of technology
                  skills that include product integration, architecture design,
                  network design and installation including Intranet/Extranet,
                  and custom applications. ValuCOMPUTERS sells complete business
                  solutions by providing the hardware, software, and networking



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                  that clients require. We believe our understanding of
                  information technology products and services and our ability
                  to modify and integrate these products and applications into
                  existing hardware environments differentiates us from our
                  competitors. This understanding is most critical in the
                  deployment of business hardware networks. We also focus on how
                  emerging technologies in the wireless and broadband area will
                  continue to impact the architecture, devices and
                  infrastructure requirements of our clients.

                  An example of our products and services is the business remedy
                  provided to Champion Health Network. ValuCOMPUTERS sold and
                  installed personal computers and peripherals, designed and
                  installed a complete personal computer network, and integrated
                  various software applications in the company's accounting,
                  Internet, and administrative departments.

         o        STREAMING VIDEO TECHNOLOGY - www.simplystreaming.com

                  In October 2000 ValuSales.com formed its Streaming Video
                  Technology Division. Simply Streaming is a streaming media
                  group that enables companies to efficiently and
                  cost-effectively prepare videos for web distribution by
                  encoding and compressing them in a way that ensures reliable
                  high quality streaming broadcasts on their corporate web
                  sites.

                  This division allows ValuSALES to enter a new vertical market
                  on the Internet by delivering advanced streaming video
                  products and services to the rapidly expanding Internet &
                  wireless Internet marketplace. Many marketing and information
                  business sectors are beginning to employ streaming video and
                  its different delivery systems to disseminate various
                  corporate information. This technology by ValuSALES enables
                  its divisions, Odyssey Advertising & WebODYSSEY to offer its
                  clients the ability to capitalize on the use of these new
                  technologies.

                  Streaming video is a very powerful website marketing tool. It
                  is an efficient method of delivering audio, video and other
                  multimedia in real-time over the Internet or corporate
                  intranets, without wasting hard disk space and without any
                  downloading time. With this addition, ValuSALES.com becomes a
                  one-stop shop for businesses to develop and enhance their
                  corporate websites and identities.

                  In December 2000 ValuSALES' SimplyStreaming.com division
                  announced the development of "Video Without Boundaries", a
                  method of linking the Internet through streaming video
                  presentations by creating Hot Spots embedded in video streams.
                  These navigational links are a natural element within the
                  video on which your choice of web sites, products,
                  demonstrations, catalogs, and e-commerce applications can be
                  instantaneously accessed.

                  In December 2000 ValuSALES.com, announced the successful
                  launch of Simply Streaming's "Video Without Boundaries"
                  breakthrough interactive streaming video solution at Streaming
                  Media West 2000 Conference, in San Jose, California.

                  An example of a typical Simply Streaming client engagement is
                  Netrail, Inc. a nationwide DSL reseller. Simply Streaming
                  consulted with and designed streaming video through a Netrail
                  portal and developed a new video codec (digital compression),
                  that is capable of delivering full screen video over the
                  Internet.

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<PAGE>

         o        INTERNET MORTGAGE BANKING - www.valumortgages.com

                  ValuMORTGAGES.com was formed January 2000 and is what the
                  Company believes to be a next generation Internet mortgage
                  banking firm. Combining Internet technology with our role as a
                  mortgage banker allows Realtors, builders, and brokers to
                  service their clients more efficiently saving time and money.
                  Our services offer a wide variety of mortgage programs for
                  purchasing, refinancing, or leveraging the equity in a
                  property.

                  The Company, ValuSALES.com, Inc. d/b/a ValuMORTGAGES.com is
                  licensed with the State of Florida, Department of Banking and
                  Finance, license audit number: 0100445 as a Mortgage Lender.
                  Licensure as a Mortgage Lender is the top level license issued
                  by the State of Florida. The Florida Mortgage Brokerage and
                  Lending Act and Regulations, Chapter 494, Florida Statutes
                  provides that a Mortgage Lender may conduct itself as a
                  Mortgage Lender, Correspondent Mortgage Lender, or Mortgage
                  Brokerage Business.

                  The Company acquired a Mortgage Lenders license in
                  anticipation of funding loans for servicing in the future. No
                  decision has been made as to when such funding may begin.
                  Currently the Company does not have a warehouse line, does not
                  fund loans with Company money, and is not currently servicing
                  any loans. To date the Company has not conducted business as a
                  Mortgage Lender. All loans closed to date have been loans
                  originated as transactions of a Correspondent Mortgage Lender
                  or a Mortgage Brokerage Business. Therefore loans closed have
                  been funded with funds from wholesale lending institutions
                  that pay origination fees to the Company for the deliverance
                  of mortgages.

                  A typical client would be a borrower applying for financing of
                  a real estate transaction. The Company's ability to correspond
                  with multiple wholesale lending institutions allows us to
                  offer a wide variety of mortgage programs to suit the
                  borrower's individual financial needs. The borrower may apply
                  for a mortgage with our Company and we provide the knowledge
                  and expertise to shop for the best mortgage programs.

                  The Company believes that on-line mortgages represent a
                  rapidly growing market. The Company is dedicated to
                  traditional service while providing the technology-based
                  infrastructure to automate the mortgage process. As an
                  example, a borrower may complete a mortgage application
                  on-line in the privacy of their home and submit directly to a
                  lending specialist who determines the "best fit" mortgage
                  program while a mortgage processor electronically gathers
                  necessary documentation for automated underwriting and
                  approval; thus shortening the time to closing.

                  Additionally, ValuMORTGAGES.com was recently launched in
                  Spanish. By targeting the Hispanic marketplace the Company
                  believes it has targeted a growing niche market.


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<PAGE>


THE VALUSALES.COM SOLUTION

We believe that the following characteristics position us for success in the
Internet services market and distinguish us from other Internet services firms:

         o        UNDERSTANDING OF NEW AND EMERGING INTERNET BUSINESS MODELS

                  We have an understanding of the new and emerging Internet
                  business models being employed by both traditional businesses
                  and other companies operating exclusively on the Internet. For
                  example, for our client Advantage Diabetic Care we developed
                  an integrated Internet solution encompassing Medicare and
                  insurance billing with existing Legacy systems.

         o        COMPREHENSIVE PRACTICE OFFERINGS AND END-TO-END CAPABILITIES

                  Our solution offerings include web site design, development,
                  and hosting, e-commerce services, business-to-business
                  programming, advertising and marketing; including graphic
                  design, layout, and media placement, streaming video, wireless
                  Internet services, computer hardware, software & networking,
                  and Internet Mortgage Banking. We provide end-to-end solutions
                  by utilizing professionals from our Company Divisions in
                  e-business solutions, advertising and marketing and technology
                  products and integration. To deliver these products and
                  services, we bring together our strategists, designers,
                  engineers and managers of our client engagements in
                  multi-disciplinary teams. This reduces the complexity for our
                  clients and avoids the bottlenecks in project management and
                  deliverables associated with using multiple consulting firms
                  to design and implement a desired solution. By doing this, we
                  allow our clients to achieve improved time-to-market and value
                  in today's competitive environment

         o        EXPERIENCE IN A WIDE RANGE OF CLIENT ENGAGEMENTS

                  We have experience and expertise in the strategy,
                  architecture, development, product procurement, and
                  implementation of client engagements requiring integration
                  across various hardware, applications and platforms. Our
                  experience is particularly relevant as our clients are seeking
                  solutions that include not only web site design but also the
                  real-time integration of web sites with critical business
                  processes such as sales and marketing, customer service,
                  accounting, and procurement.

STRATEGY

                  Our goal is to become a full service provider of Internet and
                  Technology products and services for organizations seeking to
                  compete in today's economy. To achieve this goal we intend to:

         o        ENHANCE OUR BRAND

                  We believe that awareness of the ValuSALES brand within the
                  business and technology communities and the association of the
                  ValuSALES brand with the highest quality and most
                  comprehensive Internet services are crucial to our business.
                  Our strategy is to promote and enhance our brand by
                  advertising, participating in targeted industry conferences
                  and seminars, such as our recent exhibiting by our Simply
                  Streaming group at the Streaming Media West 2000 conference in
                  San Jose, California in December 2000, and engaging in an
                  extensive public relations campaign including press releases
                  and media articles.


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         o        EXPAND CLIENT RELATIONSHIPS

                  We currently have over 100 clients, ranging from small to
                  large Companies and organizations. We intend to expand our
                  existing client relationships into broader and more
                  sophisticated engagements. As part of this strategy, the
                  account managers dedicated to each of our clients identify
                  opportunities to offer additional products and services. In
                  addition, we have aggressively targeted new clients through
                  relationships established by our sales consultants and
                  business development teams and through the use of specialized
                  programs in specific industries.

            o     EXPAND THROUGH STRATEGIC ACQUISITIONS

                  ValuSALES will pursue strategic acquisitions to acquire
                  expertise in new technologies, gain access to additional
                  talented professionals, and enter into new geographic markets
                  and expand its customer base.

CLIENTS

We focus on long-term relationships with our client's which range from small to
medium size companies and organizations. ValuSALES currently targets companies
in industries that can use its proprietary Internet technologies to increase
sales, improve communications and create business identities. These industries
include media and entertainment, information and telecommunications,
manufacturing and distribution healthcare and retail.

Each of ValuSALES clients is generally charged for the time, materials and
expenses incurred on a particular project. Agreements entered into in connection
with a project are generally terminable by the client upon 30-days' prior
written notice. ValuSALES cannot give any assurances that a client will not
terminate an engagement before its completion. If its clients terminate existing
agreements or if ValuSALES is unable to enter into new engagements, its
business, financial condition and results of operations could be materially and
adversely affected.

No client accounted for more than 10% of ValuSALES revenues in 2000 or 1999.
Although, ValuSALES does not believe that it will derive a significant portion
of its revenues from a limited number of clients, there is a risk that it may do
so. Any cancellation, deferral or significant reduction in work performed for
principal clients or a significant number of smaller clients could have a
material adverse affect on ValuSALES business, financial condition and results
of operations.

SALES AND MARKETING

 The Company promotes itself by direct sales efforts using telephone sales,
conventional media advertising, and some Internet marketing. These
advertisements are targeted at small and medium business customers who are
likely to respond to specific ads or visit specific web sites to make a
purchase. The Company employs several inside and outside sales people to help
customers and to prospect business from various forms of lead generation. In
addition, we have a business development team that sells our solution offerings.

Our business development team establishes contact with targeted prospects to
create awareness and preference for us. Thereafter, sales consultants are
assigned to accounts as client executives to establish and maintain long-term
relationships and coordinate multiple service offerings to our clients.

In addition to our business development team, we have a dedicated marketing
team. Our marketing strategy is to promote and enhance our brand by
participating in targeted industry conferences and seminars, regularly
contributing to industry publications, engaging in an extensive public relations
campaign. This strategy is designed to strengthen our brand name and generate
new clients by increasing the awareness of our brand with high quality
comprehensive Internet services.

We believe that establishing and maintaining a good reputation and name
recognition is critical for attracting and expanding our targeted client base.
We also believe that the importance of reputation and name recognition will
increase due to the growing number of information technology service providers.
If our reputation is damaged or if potential clients do not know what services
we provide, we may become less competitive or lose our market share. Promotion
and enhancement of our name will depend largely on our success in providing high
quality services and end-to-end digital communications initiatives, which we
cannot ensure. If clients do not perceive our services to be effective or of
high quality, our brand name and reputation could be materially and adversely
affected.


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INDUSTRY BACKGROUND

The rapid growth in digital technology, the use of the Internet, and electronic
commerce have fundamentally changed the way in which companies conduct business
and interact with customers. Digital technology has created new business models,
new ways of sharing knowledge and experience, more efficient ways to transact
business and new channels through which to do so, direct ways of communicating
with customers and employees and dramatically enhanced efficiencies of scale and
scope. As companies face increasing pressure to improve their business models
for the digital economy, operate more efficiently and better serve customer
needs, information flow both inside and outside an organization has become
critical. However, the escalating cost and complexity of information technology
and the shortage of in-house technical expertise required to implement
technology based solutions has led companies to increasingly rely on Internet
product and service providers. This trend toward outsourcing and a focus by
companies on their core business has driven the rapid growth of the Internet
services market.

With the changes taking place in the e-commerce market and the potential
advantages to be gained from leveraging the Internet across a company's entire
value chain (customers, suppliers, buyers, sellers and partners), we believe
that companies must have an effective Internet solution in order to remain
competitive. The competencies required to effectively implement such a solution
include strategy, user experience and branding, knowledge of business processes,
systems architecture and design, systems integration, applications development,
knowledge transfer, testing and deployment.

While there are many Internet services firms active in the market today, we
believe that many focus on creative web design, user experience and
web-enablement of simple transactions. We believe that these areas are subsets
of the total problem that clients are trying to solve. In today's e-commerce
environment, clients require processes that are reliable, scalable and flexible
and which can be deployed effectively in an environment that may involve
integration with multiple computing platforms and technologies. For example,
Forrester Research, an information technology market research firm, cites recent
high-visibility web site outages at a number of electronic commerce leaders in
support of its conclusion that many of today's electronic commerce products and
services are unreliable, un-scalable and deliver service levels that are not
adequate for online commerce. In order to support this emerging set of
requirements, we believe that the next generation of Internet services firms
should have both the business knowledge required to understand emerging business
models and the technical skills required to architect a solution that may
involve the integration of software packages, custom software components and
large and complex legacy systems in order to handle the enormous growth in
volume that businesses are expected to experience on the Internet.

COMPETITION

The Internet products and services market has grown dramatically in recent years
and is relatively new and highly competitive. ValuSALES competitors include:

         o        Strategy consulting firms: including Bain & Company, Luminant,
                  and McKinsey & Company

         o        Internet service firms: including Viant Corporation, Sapient
                  Corporation, and MarchFirst

         o        Technology consulting firms and integrators: including EDS,
                  IBM, Anderson Consulting, PC Connection

         o        In-house information technology, marketing and design
                  departments of our clients and potential clients

         o        Internet mortgage banking firms: including E-Loan,
                  Mortgage.com, and Quicken Mortgage

Many of ValuSALES competitors have longer operating histories, larger client
bases, longer relationships with clients, greater brand or name recognition and
significantly greater financial, technical, marketing and public relations
resources. Several of these competitors may provide or intend to provide a
broader range of Internet-based products and services than ValuSALES.
Furthermore, greater resources may enable a competitor to respond more quickly
to new or emerging technologies and changes in customer requirements and to
devote greater resources to the development, promotion and sale of its products
and services than we can. In addition, competition may intensify because there
are relatively low barriers to entry into the Internet services market.

ValuSALES believes that the principal competitive factors in this market, in
relative importance, are technical knowledge and creative skills, brand
recognition and reputation, reliability of the delivered solution, client
service and price. ValuSALES believes that its ability to compete in its market
depends on its ability to attract and retain qualified professionals.

ValuSALES currently has an extremely small portion of these markets and there
can be no assurances it that it will be able to penetrate these markets further
in the future.

Employees

The Company employs a total of 12 on a full-time and part-time basis. None of
the employees belong to a union and the Company has not experienced any work
stoppages. The Company believes that its labor relations are satisfactory.



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The Company's headquarters is located at 4101 Ravenswood Rd., Suite 209 Ft.
Lauderdale, FL 33312 and its telephone number is (954) 792-3773.

ITEM 2 - DESCRIPTION OF PROPERTY

The Company's corporate office is currently located at 4101 Ravenswood Road,
Suite 209, Fort Lauderdale, FL 33312. Pursuant to a written lease, the Company
leases approximately 2,950 square feet at an annual rent of $ 37,000. The lease
is for a term of 2 years.

The Company's ValuComputers.com office is currently located at 3310 Hillsboro
Blvd. Deerfield Beach, FL 33442. Pursuant to a written lease, the Company leases
approximately 2,050 square feet at an annual rate of $32,000. The lease is for a
term of 1 year, expiring April 2001.

ITEM 3.  LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated. In addition, no director, officer or
affiliate of the Company, and no owner of record or beneficial owner of more
than 5.0% of the securities of the Company, or any associate of any such
director, officer or security holder is a party adverse to the Company or has a
material interest adverse to the Company in reference to pending litigation.

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

No matters were submitted to a vote of the security holders of the Company
during the fourth quarter of the fiscal year which ended December 31, 2000.

PART II
--------------------------------------------------------------------------------
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock trades in the over-the-counter market under symbol
VLUS on the OTC Electronic Bulletin Board. There was no trading in the Company's
Common Stock prior to May 2000. The following table shows the quarterly high and
low bid prices for the calendar year 2000 as reported by the National Quotations
Bureau Incorporated. These prices reflect inter-dealer quotations without
adjustments for retail markup, markdown or commission, and do not necessarily
represent actual transactions.


       YEAR             PERIOD                   HIGH              LOW
      -------------------------------------------------------------------

        2000          Second Quarter             $0.51            $0.25
                      Third Quarter              $0.62            $0.20
                      Fourth Quarter             $0.51            $0.16

As of December 31, 2000, there were approximately 97 holders of record of the
Company's Common Stock. Holders of the Company's Common Stock are entitled to
dividends when, as and if declared by the Board of Directors out of funds
legally available therefore. The Company does not anticipate the declaration or
payment of any dividends in the foreseeable future.

The Company intends to retain earnings, if any, to finance the development and
expansion of its business. Future dividend policy will be subject to the
discretion of the Board of Directors and will be contingent upon future
earnings, if any, the Company's financial condition, capital requirements,
general business conditions and other factors. Therefore, there can be no
assurance that any dividends of any kind will ever be paid.

The Company's transfer agent is Interwest Transfer Co., Inc., which is located
at 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117 and Interwest's
telephone number is (801) 272-9294.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

OVERVIEW

ValuSALES provides Internet and Technology products and services for clients
ranging from small to medium sized customers looking for a solution to develop
and integrate a web site, advertising and marketing, technology products, and
streaming video into their business. We have Company Divisions in the following
areas: e-business solutions, advertising and marketing, technology products and
integration, streaming video technology, and Internet mortgage banking. We


                                       9
<PAGE>

utilize our knowledge base and professional talent from these Company Division's
to provide our client's with various solution offerings.

         o        E-BUSINESS SOLUTIONS - www.webodyssey.cc

                  In April 2000, ValuSALES expanded its Odyssey Advertising
                  group and created WebODYSSEY. There were no significant
                  startup costs and no related commitments when we established
                  this group because the Company used existing internal
                  resources.

                  Our services include Internet strategy formulation, web site
                  design, development, and hosting, e-commerce website design,
                  business-to-business services, quantitative market research,
                  competitive analysis, business process design and
                  implementation, delivery of streaming video and multimedia,
                  Intranet/Extranet, and domain services.

         o        ADVERTISING AND MARKETING - www.odysseyadvertising.com

                  In July 1999, ValuSALES formed Odyssey Advertising to help
                  clients identify their online customers and other target
                  audiences, define the processes and venues for communicating
                  with these audiences and analyze the results of their
                  marketing efforts. We use our understanding of customer
                  preferences to develop interactive content and to create brand
                  value that enhance and extend our clients' relationships with
                  their customers. Our services are intended to optimize a
                  customer's experience with our clients.

         o        TECHNOLOGY PRODUCTS AND INTEGRATION - www.valucomputers.com

                  In July 1999, ValuSALES formed ValuCOMPUTERS to help our
                  clients create business solutions by providing a set of
                  technology skills that include product integration,
                  architecture design, network design and installation including
                  Intranet/Extranet, and custom applications. ValuCOMPUTERS
                  sells complete business solutions by providing the hardware,
                  software, and networking that clients require. We believe our
                  understanding of information technology products and services
                  combined with our ability to modify and integrate these
                  products and applications into existing hardware environments
                  differentiates us from our competitors. This understanding is
                  most critical in the deployment of business hardware networks.
                  We also focus on how emerging technologies in the wireless and
                  broadband area will continue to impact the architecture,
                  devices and infrastructure requirements of our clients.

         o        STREAMING VIDEO TECHNOLOGY - www.simplystreaming.com

                  In October 2000 ValuSALES formed its Streaming Video
                  Technology Division. Simply Streaming is a streaming media
                  group that enables companies to efficiently and
                  cost-effectively prepare videos for web distribution by
                  encoding and compressing them in a way that ensures reliable
                  high quality streaming broadcasts on their corporate web
                  sites.

                  In December 2000 ValuSALES' SimplyStreaming.com division
                  announced the development of "Video Without Boundaries", a
                  method of linking the Internet through streaming video
                  presentations by creating Hot Spots embedded in video streams.
                  These navigational links are a natural element within the
                  video on which your choice of web sites, products,
                  demonstrations, catalogs, and e-commerce applications can be
                  instantaneously accessed.


                                       10
<PAGE>

         o        INTERNET MORTGAGE BANKING - www.valumortgages.com

                  In January 2000, ValuSALES created its ValuMORTGAGES.com
                  group. There were no significant startup costs and no related
                  commitments when we established this group because the Company
                  used existing internal resources.

                  ValuMORTGAGES.com is what the Company believes to be a next
                  generation Internet mortgage banking firm. Combining Internet
                  technology with our role as a mortgage banker allows Realtors,
                  builders, and brokers to service their clients more
                  efficiently saving time and money. Our services offer a wide
                  variety of mortgage programs for purchasing, refinancing, or
                  leveraging the equity in a property.

                  Through its vast industry contacts with wholesale
                  institutional and private investors, ValuMORTGAGES.com has the
                  ability to provide a wide range of mortgage products to
                  accommodate borrowers with all types of real estate financing.

ValuSALES derives substantially all of its revenues from fees and product sales
for services and products generated on a project-by-project basis. ValuSALES
services and products are provided on both a fixed-time, fixed-price basis and
on a time and material basis. Historically, ValuSALES has not operated on a
retainer basis; however, in the future, ValuSALES may utilize such arrangements.

Agreements and purchase orders entered into in connection with time and
materials projects and product sales are generally terminable by the client upon
30-days' prior written notice, and clients are required to pay ValuSALES for all
time, materials and expenses incurred by ValuSALES through the effective date of
termination. Agreements and purchase orders entered into in connection with
fixed-time, fixed-price projects, are generally terminable by the client upon
payment for work performed and the next progress payment due. If clients
terminate existing agreements and purchase orders or if ValuSALES is unable to
enter into new engagements, ValuSALES' business, financial condition, and
results of operations could be materially and adversely affected. In addition,
because a proportion of ValuSALES' expenses is relatively fixed, a variation in
the number of client engagements can cause significant variations in operating
results from quarter to quarter.

ValuSALES' projects vary in size and scope; therefore, a client that accounts
for a significant portion of ValuSALES' revenues in one period may not generate
a similar amount of revenue in subsequent periods. No client accounted for more
than 10.0% of ValuSALES' revenues in the period ended December 31, 2000.

ValuSALES does not believe that it will derive a significant portion of its
revenues from a limited number of clients in the near future. However, there is
a risk that the source of ValuSALES' revenues may be generated from a small
number of clients. These clients may not retain ValuSALES in the future. Any
cancellation, deferral, or significant reduction in work performed for these
principal clients or a significant number of smaller clients could have a
material adverse affect on ValuSALES' business, financial condition, and results
of operations.

Quarter-to-quarter fluctuations in margins

The Company's operating results and quarter-to-quarter margins may fluctuate in
the future as a result of many factors, some of which are beyond the Company's
control. Historically, the Company's quarterly margins have been impacted by:

         o        the number of client engagements undertaken or completed

         o        a change in the scope of ongoing client engagements

         o        seasonality

         o        a shift from fixed-fee to time and materials-based contracts

         o        the number of days during the quarter

         o        utilization rates of employees

         o        marketing and business development expenses

         o        charges relating to strategic acquisitions


                                       11
<PAGE>

         o        pricing changes in the information technology services market

         o        economic conditions generally or in the information technology
                  services market

The Company expects this trend to continue.

Results of Operations.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

REVENUES

Net sales are comprised of product and services sales, net of returns and
allowances. In 2000, Revenues were $2,422,563 compared to $776,302 for the same
period ended December 31, 1999. The majority of this change in net sales was due
to increased marketing efforts by our business divisions resulting in a larger
customer base and repeat purchases from existing customers.

Cost of sales increased from $552,410 in 1999 to $1,894,996 in 2000. As a
percentage of net sales, the Company's gross margin was 29% for 1999 and 22% for
2000. This decrease in gross margin is due to the sale of less profitable
products which eroded the overall gross margin.

GENERAL AND ADMINISTRATIVE

General and administrative expense includes personnel costs, administrative
expenses, general office expenses, depreciation expenses, advertising costs, and
professional fees. General and administrative expenses were $754,281
representing 31% as a percentage of revenue for the year ended December 31, 2000
compared to $381,008 representing 49% as a percentage of revenue for the year
ended December 31, 1999.

Net cash used in operating activities was $109,256 for the year ended December
31,2000. Net cash used in operating activities was primarily attributable to net
losses and partially offset by increases in trade payables.

Net cash provided by financing activities was $60,000 for the year ended
December 31,2000. Net cash provided by financing activities resulted from an
advance from a shareholder.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31,2000, the Company had $32,479 of working capital. The Company
believes that its current working capital, and cash generated from operations
will not be sufficient to meet the Company's cash requirements for the next
twelve months without the ability to obtain profitable operations and/or obtain
additional financing. Our independent public accountant has included as a
footnote in their report on our financial statements, stating that certain
factors raise substantial doubt about our ability to continue as a going
concern.

If the Company is not successful in generating sufficient cash flow from
operations or in raising additional capital when required in sufficient amounts
and on acceptable terms, these failures could have a material adverse effect on
the C0pany's business, results of operations and financial condition. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the Company's then-current stockholders would be
diluted.

There can be no assurance that the Company will be able to raise any required
capital necessary to achieve its targeted growth rates and future continuance on
favorable terms or at all.

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

The current executive officers, directors and significant employees of the
Company are as follows:

Directors and Executive Officers. The following is the Director and Executive
Officer of the Company. None of the Directors hold similar positions in any
reporting company. The directors named below will serve until the next annual
meeting of the Company's stockholders. Thereafter, directors will be elected for
one-year terms at the annual stockholders' meeting.

V. Jeffrey Harrell, age 35, is the Chairman of the Board, President, CEO, and
Secretary of the Company. Mr. Harrell has held these positions since December
1999. Prior to joining ValuSALES.com Mr. Harrell was employed by Southeast
Bankers Mortgage Corporation as Vice President of Sales from December 1998 to
January 1999, and before that he served as Vice President of Kensington-Ashworth
Financial Group, Inc. from March 1994 to January 1998.


                                       12
<PAGE>

The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer.

ITEM 10 - EXECUTIVE COMPENSATION

The Company paid the following salaries to its executives:

                                                     1999            2000
                                                     ----            ----

V. Jeffrey Harrell, President, CEO, and            $ 2,000          $33,148
Chairman of the Board

Peter Fisher, Sales Manager                        $39,000          $78,000

None of the executives received any stock options or stock dividends. The three
above executives received reimbursement for health insurance as part of their
compensation. The directors were not compensated for any Board of Directors
meetings.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2000, the Company had 13,685,000 shares of its Common Stock
issued and outstanding. The following table sets forth, as of December 31, 2000,
the beneficial ownership of the Company's Common Stock (i) by the only persons
who are known by the Company to own beneficially more than 5% of the Company's
Common Stock; (ii) by each director of the Company; and (iii) by all directors
and officers as a group.

                    Name and                         Amount
                   Address of                          of
Title of           beneficial                       beneficial        Percent of
Class                owner                            owner             class
--------------------------------------------------------------------------------
Common            Norcoast, Inc.                     715,000             5.2%
                  330 W. Colfax st.
                  Palatine, IL 60067


                  V. Jeffrey Harrell                 640,000             4.7%
                  PO Box 30057
                  Fort Lauderdale, FL 33303

                  All officers and
                  Directors as a
                  Group (1 person)                   640,000             4.7%

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 20, 1999 the Company acquired the assets of Boca Technologies, Inc. for
$50,000 and 600,000 shares of common stock issued to Peter G. Fisher. Also, on
July 20, 1999 the Company entered into an Employment contract with Mr. Fisher
including a $78,000 annual salary and a 10% pre tax income salary bonus that
expires on December 31, 2000.

On July 20, 1999 the Company acquired the assets of Odyssey Advertising, Inc.
for $25,000 paid to Jonathan B. Silverstein and 300,000 shares of common stock
issued to Jonathan B. Silverstein. Also, on July 20, 1999 the

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

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

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

3.1             Articles of Incorporation (incorporated by reference from
                Registration Statement on Form 10-SB filed with the Securities
                and Exchange Commission under File No. 0-31497

3.2             Bylaws (incorporated by reference from Registration Statement on
                Form 10-SB filed with the Securities and Exchange under File No.
                0-31497

         (b) No reports on Form 8-K were filed by the Company during the last
quarter of it's fiscal year ending December 31, 2000.



                                       13
<PAGE>



                                   Signatures

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

                                      VALUSALES.COM, INC.




                                      By: /s/ V. Jeffrey Harrell
                                      -----------------------------------------
                                      (Principal Executive Officer and Director)



                                      Date: May 30, 2001


                                       14
<PAGE>

                                NORMAN STUMACHER
                          CERTIFIED PUBLIC ACCOUNTANT
                        100 MERRICK ROAD, SUITE 502 WEST
                          ROCKVILLE CENTRE, N.Y. 11570
                               VOICE 516-763-2560
                                FAX 516-594-9550


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

To the Board of Directors
ValuSales.Com, Inc.



         I have audited the accompanying balance sheet of ValuSales.Com, Inc. as
of December 31, 2000 and the related statements of operations, shareholders'
equity, and cash flows for the year ended December 31, 2000. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

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

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ValuSales.Com, Inc.
as of December 31, 2000, and the results of its operations and cash flows for
the year ended December 31, 2000, in conformity with generally accepted
accounting principles.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

May 22, 2001



                                             /s/ Norman Stumacher
                                             ----------------------------------



                                      F-1
<PAGE>

                               ValuSALES.com, Inc.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                  ASSETS
                                                                    12/31/00     12/31/99
                                                                    ---------    ---------
Current Assets                                                       AUDITED      AUDITED
<S>                                                                 <C>          <C>
      Cash                                                          $  31,879    $  83,935
      Accounts receivable                                             275,534      143,360
      Inventories                                                     112,454       92,578
                                                                    ---------    ---------
            Total current assets                                      419,867      319,873

Property and equipment, net                                            39,237       37,038

Other                                                                   8,849
                                                                    ---------    ---------

                                                                    $ 467,953    $ 356,911
                                                                    =========    =========

                       LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities

      Accounts payable and accrued liabilities                      $ 380,175    $ 106,104
      Due to shareholder                                               71,000       11,000
                                                                    ---------    ---------
            Total current liabilities                                 451,175      117,104
                                                                    ---------    ---------

Shareholders' Equity

      Common stock-par value $.001; 50,000,000 shares authorized,
           13,685,000 issued and outstanding at 12/31/00 and
           10,000,000 issued and outstanding at 12/31/99               13,685       10,000
      Additional paid-in capital                                      391,923      391,923
      Deficit                                                        (388,830)    (162,116)
                                                                    ---------    ---------
            Total shareholders' equity                                 16,778      239,807
                                                                    ---------    ---------
                                                                    $ 467,953    $ 356,911
                                                                    =========    =========
</TABLE>




                                      F-2
<PAGE>

                               ValuSALES.com, Inc.

                            STATEMENTS OF OPERATIONS

                    For the Years Ended 12/31/00 and 12/31/99



                                                       12/31/00       12/31/99
                                                     -----------    -----------
                                                       AUDITED        AUDITED

Revenues                                             $ 2,422,563    $   776,302

Cost of sales                                        $ 1,894,996    $   552,410
                                                     -----------    -----------
    Gross profit                                     $   527,567    $   223,892

Selling, general, and administrative expenses        $   754,281    $   381,008
                                                     -----------    -----------
    Net Income                                       ($  226,714)   ($  157,116)
                                                     ===========    ===========


Profit (Loss) per share - basic                      ($   0.0261)   ($   0.0207)
Earnings per share - diluted                         ($   0.0261)   ($   0.0207)

Weighted-average common shares outstanding
    Basic                                              8,690,120      7,598,600
    Diluted                                            8,690,120      7,598,600




                                      F-3
<PAGE>

                               ValuSALES.com, Inc.

                        STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                       For Period 07/20/99 - 12/31/99 and
                              Year Ending 12/31/00

                                                                                           Additional
                                                                Common Stock                 Paid-in
                                                           Shares           Amount           Capital         (Deficit)
                                                         ----------       ----------       ----------        ----------
<S>                                                         <C>           <C>              <C>                <C>
     Sale of common stock for cash-net                      375,000       $      375       $  293,235                --
     Stock issued for services                            1,052,000       $    1,052       $  101,361                --
     Stock issued under employment agreements               900,000       $      900               --                --
     Sale of common stock for cash                        2,673,000       $    2,673       $  172,327                --
     Purchase of September Project II, Corp.              5,000,000       $    5,000       ($ 175,000)       ($   5,000)
     Profit (Loss) for period 07/20/99 to 12/31/99               --               --               --        ($ 157,116)
                                                         ----------       ----------       ----------        ----------
         Balance 12/31/99 (AUDITED)                      10,000,000       $   10,000       $  391,923        ($ 162,116)

     Stock issued for services                            3,685,000       $    3,685               --                --
     Profit (Loss) for year ending 12/31/00                      --               --       ($ 226,714)               --
                                                         ----------       ----------       ----------        ----------
         Balance 12/31/00 (AUDITED)                      13,685,000       $   13,685       $  391,923        ($ 388,830)
                                                         ==========       ==========       ==========        ==========
</TABLE>



                                      F-4
<PAGE>

                               ValuSALES.com, Inc.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                 12/31/00    12/31/99
                                                                ---------    ---------
                                                                 AUDITED       AUDITED
<S>                                                             <C>          <C>
Cash flows from operating activities
       Net Profit (Loss)                                        ($226,714)   ($157,116)
       Adjustments to reconcile net (loss) to net cash
         (used) by operating activities
             Stock issued for services and acquired companies   $   3,685    $ 102,713
             Depreciation                                       $  10,487    $   2,962
             Decrease (increase) in accounts receivable         $(132,171)   $(143,360)
             (Increase) in inventories                          $ (19,876)   $ (57,578)
             (Increase) in other                                $ (18,737)   $       0
             Increase in accounts payable                       $ 274,070    $ 106,104
                                                                ---------    ---------
                  Total adjustments                             $ 117,458    $  10,841
                                                                ---------    ---------

                  Net cash (used) by operating activities       $(109,256)   $(146,275)
                                                                ---------    ---------

Cash flows from investing activities
       Purchase of property and equipment                       $  (2,200)   $ (75,000)
       Purchase of ValuSALES.com, Inc.                          $       0    $(175,000)
                                                                ---------    ---------
                                                                $  (2,200)   $(250,000)
                                                                ---------    ---------
Cash flows from financing activities
       Loan from shareholder                                    $  60,000    $  11,000
       Sale of common stock                                     $       0    $ 469,210
                                                                ---------    ---------
                  Net cash provided by financing activities     $  60,000    $ 480,210
                                                                ---------    ---------

Net change in cash                                              $ (51,456)   $  83,935

Cash - beginning                                                $  83,935
                                                                ---------    ---------

Cash - end                                                      $  32,479    $  83,935
                                                                =========    =========

Supplemental disclosures of cash flow information:
       Interest paid                                            $      --    $      --
                                                                =========    =========
       Taxes paid                                               $      --    $      --
                                                                =========    =========
</TABLE>



                                      F-5
<PAGE>

                               ValuSALES.com, Inc.

                          Notes to Financial Statements
                           December 31, 2000 (AUDITED)

Note 1. Nature of Business

ValuSALES.com, Inc. (the Company) offers Internet business-to-business and
business-to-consumers products and services through the Worldwide Web. The
Company also maintains retail outlets. The Company's divisions, and the business
each of them conducts, are as follows:

         A.       ValuCOMPUTERS.com, which began operations on July 20, 1999,
                  offers a full line of brand name new and refurbished computer
                  products, such as PCs and printers, from manufacturers
                  including IBM, Compaq, and HP.

         B.       ValuMORTGAGES.com, which began operation in January 2000, is a
                  web based Mortgage banking firm acting as a correspondent
                  mortgage lender and a mortgage brokerage business.
                  ValuMORTGAGES.com is in Spanish as well as English.

         C.       Odyssey Advertising, which began operations on July 20, 1999,
                  offers media advertising, corporate identity development and
                  communications.

         D.       WebODYSSEY, which began operations in April 2000, designs
                  websites for small and medium size companies.

The accompanying financial statements have been prepared on the going concern
basis, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has incurred a loss of
($226,714) for the current year, and has a working capital deficiency of $31,308
at December 31, 2000. Such factors raise substantial doubt about the ability of
the Company to continue as a going concern. Continuation of the Company as a
going concern is dependent on the Company's ability to attain profitable
operations and/or obtain additional financing. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Note 2. Summary of Significant Accounting Policies

History and Basis of Presentation
---------------------------------
ValuSALES, Inc. was incorporated in the State of Florida, on March 19, 1999, and
had no operations until on July 20, 1999 when it purchased assets, for $75,000,
and signed employment agreements with two individuals, which included the
issuance of 900,000 shares of common stock. The assets acquired were property
and equipment for $40,000 and inventory for $35,000. The common stock was valued
at par because the Company was privately owned and no market existed for the
sale of its stock.

On December 1, 1999, ValuSALES, Inc. sold 2,673,000 shares of its common stock
for $175,000 and used the proceeds to acquire an inactive entity, September
Project II Corp., which then changed its name to ValuSALES.com, Inc. and became
the surviving entity. For accounting purposes, the acquisition has been treated
as a capital transaction rather than a business combination. Accordingly, the
5,000,000 outstanding shares of September Project II, Corp. have been reflected
as outstanding since inception. All significant interdivisional transactions and
balances have been eliminated.

Revenues
--------
The Company recognizes revenues as follows:

         A.       Product sales revenue is recognized when the product is
                  delivered.

         B.       Service revenue is recognized when the services are performed.


         C.       Mortgage loan origination fee revenue is recognized when the
                  mortgage is closed.

         D.       Website development revenue is recognized when the website is
                  delivered. Revenue will be recognized in compliance with SOP
                  97-2 when applicable. At December 31, 2000 there are no
                  multiple element contracts.


                                      F-6
<PAGE>

                               ValuSALES.com, Inc.

                          Notes to Financial Statements
                           December 31, 2000 (AUDITED)

Note 2. Summary of Significant Accounting Policies-Continued

Use of Estimates
----------------
Use of estimates and assumptions by management is required in the preparation of
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates and assumptions.

Inventories
-----------
Inventories consists of computers and accessories and is stated at the lower of
cost (specific identity) or market.

Property and Equipment
----------------------
Property and equipment is recorded at cost. Depreciation is computed using the
straight-line method over the five year estimated useful lives of the assets.
Property and equipment at December 31, 2000 and December 31, 1999 consist of:

                                      2000             1999
                                    -------          -------
Computer equipment                  $25,000          $25,000
Furniture and fixtures              $27,687          $15,000
                                    -------          -------
                                    $52,687          $40,000
Less accumulated depreciation      ($13,450)         ($2,962)
                                   --------         --------
                                    $39,237          $37,038

Profit (Loss) Per Share
-----------------------
Basic profit (loss) per share equals net profit (loss) divided by the weighted
average shares outstanding during the period. There are no items to give rise to
diluted shares.

Advertising
-----------
Advertising is expensed in the period incurred.

Website Development and Maintenance
-----------------------------------
The Company's website was developed internally for a cost of approximately
$3,000 and expensed to salary. Future expenditures for maintenance are
anticipated to be minimal and will be expensed as incurred. The Company has
adopted SOP 98-1 and will capitalize such costs if they become material.

Note 3. Other Matters

Employment Contracts
--------------------
The Company entered into the two previously mentioned employment contracts on
July 20, 1999. The contracts expire on July 20, 2000 and December 31, 2000,
respectively. The agreements require total minimum annual salaries of $176,000.

Leases
------
The Company's operating facilities are leased for two years through June 2002,
for an annual rent of approximately $37,000. Prior rent was under month-to-month
arrangements for approximately $3,300 monthly.

Due to Shareholder
------------------
Due on demand and bears no interest.



                                      F-7
<PAGE>

                               ValuSALES.com, Inc.

                          Notes to Financial Statements
                           December 31, 2000 (AUDITED)


Note 4. Income taxes

At December 31, 2000, the Company had net operating loss carry forwards, of
approximately $450,000, which expires through 2020. The deferred benefit of the
net operating loss carry forwards has been fully reserved for due to the
uncertainty of its recognition.

At December 31, 2000 there are no other items that give rise to deferred income
taxes.

Note 5. Common Stock

On April 1, 1999, the Company had a private placement offering of 375,000 shares
of its common stock at $1 per share. Costs of the offering were approximately
$81,000. The stock was sold pursuant to Rule 504 of Regulation D under the
United States Securities Act of 1933.


Note 6.  Business Segments

The Company is organized into four business segments (see Note 1). Summarized
financial information concerning the Company's reportable segments is shown in
the following table. Corporate related items not allocated to reportable
segments are included in the reconciliation to the Balance Sheets and Statements
of Operations.

<TABLE>
<CAPTION>
                                 ValuCOMPUTERS  Odyssey Advertising      WebODYSSEY     ValuMORTGAGES     Total
                                 -----------    -------------------    --------------  -------------  ------------
<S>                              <C>                <C>                  <C>             <C>          <C>
1999
Net Sales                          $484,717         $291,585                                            $776,302
Operating earnings (loss)          ($17,553)          $4,197                                            ($13,356)
Depreciation                           $875           $2,087                                              $2,962
Total Assets                       $145,886         $153,899                                            $299,785
Capital Expenditures                $15,000          $25,000                                             $40,000

2000
Net Sales                        $1,481,583         $659,343             $175,740         $84,683     $2,401,349
Operating earnings (loss)          $145,799         ($71,997)            ($16,017)       ($53,973)        $3,812
Depreciation                         $3,300           $6,533                                 $654        $10,487
Total Assets                       $128,329          $49,724              $15,507          $6,947       $200,507
Capital Expenditures                 $8,520             $640                               $3,527        $12,687
</TABLE>




Reconciliation to Balance Sheets and Statements of Operations:

                                                  2000            1999
                                                ---------      ----------
Assets
  Totals for reportable segments                 $200,507       $299,785
  Corporate                                      $268,046        $57,126
                                                ---------      ---------
    Total                                        $468,553       $356,911
                                                =========      =========

Operating Results
  Totals for reportable segments                   $3,812       ($13,356)
  Corporate                                     ($230,526)     ($143,760)
                                                ---------      ---------
    Total                                       ($226,714)     ($157,116)



                                      F-8