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

                                   FORM 10-KSB

(Mark One)

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

                    For Fiscal Year Ended: December 31, 2000

                                       OR

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

            For the transition period from ______________ to ____________

            Commission file number           0-16665

                        THE INTERNET ADVISORY CORPORATION
                     (Exact name of small business issuer as
                            specified in its charter)

                  Utah                                       87-0426358
      (State or other jurisdiction                         (IRS Employer
    of incorporation or organization)                   Identification No.)

    255 East Sunrise Blvd., Suite 401,                          33304
         Fort Lauderdale, Florida                             (Zip Code)
 (Address of principal executive offices)

Issuer's telephone number: (954) 453-5000

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

Name of each Exchange on Which Registered: None

Securities registered under Section
12(g) of the Exchange Act: Common Stock, $.001 par value


<PAGE>

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer 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 issuer'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 revenues for its most recent fiscal year. $573,615

      State the  aggregate  market  value of the  voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common equity was sold, or the average bid and asked price of such common equity
as of a specified date within the past 60 days.

      As of April 3, 2001,  there  were  7,439,218  shares of our common  stock,
$.001 par value, held by  non-affiliates.  The aggregate value of the securities
held by  non-affiliates  on April 3, 2001, was  $2,090,420  based on the average
closing  bid and asked  price of our common  stock on April 3,  2001,  which was
$.281 per share.

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  14,445,018 shares as of April
3, 2001.

      Transitional Small Business Disclosure Format (check one):

Yes ___   No X
            - -

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


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<PAGE>

                                TABLE OF CONTENTS

Item Number and Caption                                                     Page
-----------------------                                                     ----

Forward-Looking Statements ..................................................  4

PART I

  1.     Description of Business ............................................  4

  2.     Description of Property ............................................ 13

  3.     Legal Proceedings .................................................. 13

  4.     Submission of Matters to a Vote of Security Holder ................. 14

PART II

  5.     Market for Common Equity and Related Stockholder Matters ........... 14

  6.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations ....................................... 15

  7.     Financial Statements ............................................... 17

  8.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure ........................................ 29

PART III

  9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act ............... 30

 10.     Executive Compensation ............................................. 32

 11.     Security Ownership of Certain Beneficial Owners and Management ..... 33

 12.     Certain Relationships and Related Transactions ..................... 35

 13.     Exhibits, List and Reports on Form 8-K ............................. 36


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<PAGE>

                           FORWARD-LOOKING STATEMENTS

      Except for historical  information,  this report contains  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934.  Such   forward-looking   statements   involve  risks  and  uncertainties,
including,  among other  things,  statements  regarding  our business  strategy,
future  revenues  and  anticipated  costs  and  expenses.  Such  forward-looking
statements  include,   among  others,   those  statements  including  the  words
"expects," "anticipates," "intends," "believes" and similar language. Our actual
results may differ  significantly  from those  projected in the  forward-looking
statements.  Factors that might cause or contribute to such differences include,
but are not limited to, those discussed in the section "Management's  Discussion
and   Analysis  of  Financial   Condition   and  Results  of   Operations"   and
"Business--Risk  Factors".  You are cautioned not to place undue reliance on the
forward-looking  statements,  which speak only as of the date of this report. We
undertake no obligation to publicly release any revisions to the forward-looking
statements  or reflect  events or  circumstances  taking place after the date of
this document.

                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

Business Development

      We were  incorporated in the State of Utah on September 21, 1981 under the
name Adonis Energy, Inc.  ("Adonis").  Adonis was formed for the primary purpose
of acquiring and investing in energy  resources.  On March 10, 1983 Adonis' name
was changed to Olympus M.T.M. Corporation ("Olympus"). Olympus failed to achieve
success in its business  endeavors and consequently,  it ceased operations in or
before April, 1990.  Thereafter,  Olympus remained dormant until it succeeded to
the  business  of The  Internet  Advisory  Corporation,  a  Florida  corporation
("TIAC-FL"),  pursuant to an Agreement and Plan of Reorganization dated June 22,
1998.  TIAC-FL  had been  incorporated  on  August 8,  1997 for the  purpose  of
providing  Internet access and Web design.  Subsequent to the Agreement and Plan
of  Reorganization,  we changed our name to The Internet  Advisory  Corporation.
Pursuant to the Agreement and Plan of  Reorganization we issued 6,000,000 shares
of our common stock to TIAC-FL's  shareholders  and assumed the  liabilities  of
TIAC-FL in exchange for the assets of TIAC-FL as at May 31, 1998. At the time of
this  issuance,  we had 1,202,017  shares  outstanding.  Immediately  after this
issuance,  the former  shareholders of TIAC-FL owned 6,000,000 of our then total
of  7,202,017  outstanding  shares,  or 83% of our  Company.  Upon  closing  the
Agreement  and  Plan of  Reorganization,  the  Olympus  officers  and  directors
resigned and the designees of TIAC-FL were appointed to serve in their place and
stead.

      On December 30,  1999,  we entered into a  Reorganization  Agreement  (the
"Reorganization  Agreement")  with Richard K. Goldring,  the sole stockholder of
Sunrise Web Development,  Inc., a Florida  corporation  ("Sunrise"),  whereby we
issued 4,000,000 shares of our common stock to Mr. Goldring and his designees in
exchange for 100% of the outstanding  voting securities of Sunrise.  Pursuant to
the Reorganization Agreement,  Sunrise became a wholly-owned subsidiary of ours.
Mr. Goldring owned  approximately 10.7% of our outstanding common stock prior to
the completion of the  Reorganization  Agreement and approximately  37.5% of our
outstanding  common stock following  completion.  There were 9,345,018 shares of
our  common  stock  issued  and  outstanding  prior  to  the  completion  of the
Reorganization  Agreement and  13,345,018  shares of our common stock issued and
outstanding after completion.


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<PAGE>

General

      We are a  full  service  Internet  company.  Web  hosting,  web  designing
co-location,  end e-commerce  constitute our primary services.  Our services are
designed  to  enable  our  customers  to  capitalize  on  the  latest  Web-based
technologies  quickly  and cost  effectively  without  the burden and expense of
building,  managing and maintaining the infrastructure required to support their
desired  applications.  We own and operate a national  network,  providing  high
capacity,  reliable Internet data transmission,  connecting our customers to the
Internet.  We utilize multiple T-3 fiber optic lines with high speed servers for
the  fastest  possible  Internet  access.  It is our belief  that our network is
adequate  for the  provision  of current and future  planned  access and service
needs of our customers.  By aggregating the capacity of data  transmission  over
the Internet  and  capacity  requirements  of our  operations  onto one national
network, we continue to increase our operational control and efficiency,  reduce
costs, and provide  redundancy and higher quality  service.  In this way, we are
able to address some of the most significant challenges that an Internet service
provider  faces in  supporting  its  customers.  We have  entered  into  various
contracts  with  providers  of  Internet/telephone   connection  services.  Four
agreements  of this type are  currently  in place  requiring  us to make monthly
payments of approximately $800; $2,900; $4,400 and $16,000; respectively.

      We have incurred losses since the inception of our Internet  business.  We
expect to continue to incur  losses  until we increase  revenue  while  reducing
related costs. To reduce costs, we have significantly reduced our work force and
operating expenses,  especially our bandwidth charges which previously accounted
for as much as 50% of our monthly operating expenses. Our Company and our future
prospects  must be considered in light of the risks,  expenses and  difficulties
frequently   encountered  by  companies  in  an  early  stage  of   development,
particularly  in new and  rapidly  evolving  markets  such as the  Internet  and
companies serving the Internet.  Such risks for us include,  but are not limited
to, a constantly evolving business model and the management of both internal and
acquisition-based  growth.  To address these risks,  we must among other things,
continue to develop the strength and quality of our hosting  facility;  maximize
the value delivered to our clientele;  enhance the "Internet Advisory",  "PUNK",
"Network  5"  and  "Host   Facility"   domain  names;   respond  to  competitive
developments; acquire financing for our expansion plans, and attract, retain and
motivate  qualified  employees.  There  can be no  assurance  that  we  will  be
successful  in meeting  these  challenges  and  addressing  such risks,  and the
failure to do so could have a material  adverse effect on our business,  results
of operations and financial condition.

Products and Services

      We are an Internet  service  provider and web site  designer  offering web
site hosting, e-commerce and co-location services. We provide our customers with
access to electronic  mail  services,  public  bulletin  boards,  the buddy list
feature, instant message services,  public or private "meeting rooms/chat rooms"
for  interactive  conversations  and live  "auditorium"  events.  We also  offer
enhanced  value  Internet  security  capabilities  and  professional  consulting
services  to support a variety of methods or  processes  designed to resolve our
customers'  Internet  problems.  Our  services are billed over the course of the
engagement on either a time and materials basis or a fixed-price basis. Billable
rates vary by the type of services provided and by the geographical  region. The
pricing,  management and execution of each engagement is the sole responsibility
of our management.

Patents, Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts

      We  utilize  no  patents,  licenses,  franchises,   concessions,   royalty
agreements or labor contracts in connection with the operation of our business.


                                       5
<PAGE>

Sales and Marketing

      Our services are sold through the Internet. Information about us presently
appears on several search engines.

Supplies and Suppliers

      We are not materially dependent on raw materials or supplies in connection
with the operation of our  business.  Any required raw materials or supplies are
readily  available  from several  sources in  sufficient  quantities  and are of
required quality.

Seasonal Aspects

      We do not experience seasonal variations in our operating results.

Research and Development

      During the fiscal  years ended  December 31, 2000 and December 31, 1999 we
spent $0 on research and development.

Customers

      No single  customer  presently  accounts for a significant  portion of our
revenues,  and no single  customer  is  expected  to account  for a  significant
portion of our revenues in the foreseeable future.

Employees

      As of  April 2,  2001 we had  five  employees  including  three  executive
officers, one network administrator and one office manager. All of our employees
are  employed  on a full time  basis.  We  consider  our  relationship  with our
employees to be satisfactory.

Competition

      The market for Internet products and services is extremely competitive. We
face  competition  from hundreds of entities,  most of which have  substantially
greater  resources  and  experience  than we do. Since there are low barriers to
entry into this market,  we expect  competition  to persist and intensify in the
future.  Our  ability to  compete  depends on our  capacity  to deliver  quality
services and to effectively market such services.

Government Regulation, Compliance with Environmental Laws

      Our  principal  products and services and the operation of our business do
not require any  governmental  approvals or consents other than those applicable
to corporations  in general.  Similarly,  we are not materially  affected by any
existing  governmental  regulations,  including those requiring  compliance with
environmental  laws.  Notwithstanding  the  foregoing,  we are  aware  that  the
Internet is a rapidly and constantly evolving commercial medium that may subject
us to future governmental regulation in several areas including, but not limited
to, user privacy, advertising, information security, usage fees and taxation. At
the present  time,  however,  it is impossible to predict the type and extent of
governmental regulation which we may be subject to in the future.


                                       6
<PAGE>

Risk Factors

      We Have A History  Of Losses  And A Negative  Net  Worth.  Our  Failure To
Establish Profitable Operations Could Drive Down The Price Of Our Stock

      Our  operating  predecessor  was  organized  August 1997 and has  incurred
losses since inception.  Accordingly, we have been dependent on acquisitions and
funding from lenders and  investors  to conduct  operations.  As of December 31,
2000, we had an accumulated deficit of $3,757,848 and we anticipate that we will
continue  to incur net losses  for the  foreseeable  future  unless and until we
increase  revenues and reduce  related  costs and  expenses.  As at December 31,
2000, we had total current  assets of $25,483 and total current  liabilities  of
$840,327 or a negative  working  capital of  $814,844.  If we fail to  establish
profitable  operations  and  continue to incur  losses,  the price of our common
stock could be expected to fall.

      Our Audited Financial Statements Contain A Going Concern Qualification

      Our auditors' reports  accompanying our audited  financial  statements for
the years ended December 31, 2000 and December 31, 1999,  indicate that there is
substantial  doubt  about our  ability  to  continue  as a going  concern.  This
qualification is due to our need to generate  positive cash flow from operations
or obtain additional financing. In addition to the very real risk to our ability
to successfully operate our business, which our accountants have thus expressed,
this type of "going concern" qualification in our accountant's report can have a
negative  effect on the price of our stock. If we fail to conduct our operations
in a manner that minimizes the strains on our  resources,  it could disrupt such
operations  and  ultimately  prevent us from  generating the revenues we hope to
achieve.

      Disputes Over Our Internet  Based  Service  Contracts May Result In Future
Litigation.

      Our prior management entered into several Internet based service contracts
which are  currently in dispute.  We are  disputing  the amount owed by us under
these  service  contracts on the basis that  certain of the services  were never
provided  and others were not  provided in a timely  fashion.  Although  none of
these  disputes  have  resulted in  litigation,  our auditors  have  included an
accrued  liability of $500,000 in our December  31, 2000  financial  statements.
There can be no assurance  that the amount  payable by us under these  contracts
will  be  negotiated  and  settled  in a  manner  that  is  satisfactory  to us.
Litigation  or  unsatisfactory  settlements  on  these  contracts  could  have a
material  adverse effect on our business and operations.  See "Item 7. Financial
Statements - Note 5 and Note 10."

      Our Relatively  Limited Operating History Makes It Difficult To Assess Our
Past Performance And Future Prospects

      There is limited historical,  operating and financial information on which
to base an evaluation of our performance and our prospects.  You should consider
our prospects in light of the substantial  risks,  expenses,  uncertainties  and
difficulties frequently encountered by companies in the new and rapidly evolving
markets for Internet  products and services.  Such risks include the possibility
that:

      o     we will be unable to increase and sustain  levels of interest in our
            products and services;

      o     we will fail to sell our products and services successfully;

      o     our  competitors  will  develop  services  or  products  similar  or
            superior to our own;

      o     market  prices for our products and services will fall as the result
            of competition or other factors;


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<PAGE>

      o     we  will  be  unable  to  identify,  attract,  motivate  and  retain
            qualified personnel; and

      o     we will fail to fully  integrate  with our existing  operations  the
            technology  and  operation  of  any of the  businesses  that  we may
            acquire.

      We cannot be sure that we will be successful in addressing such risks, and
the  failure  to do so could  have a material  adverse  impact on our  business,
financial condition and results of operations.

      Our Strategy of Growth Through  Acquisitions Will Involve  Competition And
Other Risks

      A key component of our growth  strategy is expected to be the  acquisition
of firms  that  meet  our  goals  for  strategic  growth  and  development.  The
successful  implementation  of this  strategy  will  depend  on our  ability  to
identify suitable acquisition  candidates,  acquire such companies on acceptable
terms and integrate their  operations  successfully  with ours.  There can be no
assurance  that we will be able to identify  suitable  candidates  on acceptable
terms.  Moreover,  in pursuing  acquisition  opportunities,  we may compete with
other companies with similar growth  strategies,  most of which competitors will
be larger and have greater  financial and other  resources than us.  Competition
for  these  acquisition   targets  may  also  result  in  increased  prices  for
acquisition   targets  and  a  diminished   pool  of  companies   available  for
acquisition.  Acquisitions  also  involve  a number  of other  risks,  including
adverse  effects on our reporting  operating  results from increases in goodwill
amortization,   acquired  in-process  technology,   stock  compensation  expense
resulting  from newly hired  employees,  the diversion of management  attention,
potential  disputes  with the  sellers  of one more  acquired  entities  and the
possible failure to retain key acquired  personnel.  Lack of client satisfaction
or performance problems with an acquired firm could also have a material adverse
impact  on  our  reputation  as  a  whole,  and  any  acquired   business  could
significantly  underperform  relative  to our  expectations.  For  all of  these
reasons,  our  pursuit  of an overall  acquisition  strategy  or any  individual
pending  or  future  acquisition  may  have a  material  adverse  effect  on our
business,  financial  condition,  results of operations  and  prospects.  To the
extent that we choose to use cash  consideration for acquisitions in the future,
we may be required to obtain additional financing, and there can be no assurance
that such financing will be available to us on favorable terms, if at all. As we
issue stock to complete  future  acquisitions,  our existing  shareholders  will
experience ownership dilution.

      We May  Not Be  Able  To  Successfully  Manage  Our  Business  Or  Achieve
Profitability

      We have  incurred  loses  since  inception.  During the fiscal  year ended
December  31,  2000 our  revenues  remained  flat from the prior  year while our
related  costs  increased.  Current  management  has taken  steps to reduce such
costs,  including  substantial  reductions in employee  levels.  We will need to
generate  significant and increased revenues to achieve and thereafter  maintain
profitability.  Our net losses and negative cash flow from operating  activities
are likely to continue if:

      o     we do not  establish  and  maintain a customer  base that  generates
            sufficient revenue;

      o     prices for our  products  or  services  decline  faster than we have
            anticipated;

      o     we do not remain  competitive  in the  innovation and quality of our
            products; or

      o     we do not attract and retain qualified personnel.

      Our  ability  to  achieve  our   objectives   is  subject  to   financial,
competitive,  regulatory,  legal, technical and other factors, many of which are
beyond our control.


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<PAGE>

      We May  Need  To  Seek  Financing  Which  May  Not Be  Available  And,  If
Available, Might Only Be Available On Unfavorable Terms

      While we believe that cash on hand together with revenues from  operations
should be sufficient for the next 3 months, presently unanticipated  occurrences
and expenses may make it necessary for us to raise funds through  equity or debt
financings  until such time, if ever, as we are able to operate  profitably.  In
the event  that we do  require  such  additional  outside  funding,  there is no
assurance  that we will be able to  obtain it on terms  beneficial  to us, if at
all. Should that occur, we might have to curtail or cease operations.

      We May Have Difficulty Managing Growth

      Any growth we may experience will likely place a significant strain on our
customer support, sales and marketing, administrative resources, our network and
operations  and  our  management  and  billing  systems.  Such a  strain  on our
administrative  and operational  capabilities could adversely affect the quality
of our  services  and our  ability to collect  revenues.  To manage  such growth
effectively,  we will have to enhance the efficiency of our operational support,
other back office  systems and financial  systems and controls.  We can offer no
assurance  that  we  will  be able  to  maintain  adequate  internal  operating,
administrative and financial systems, and procedures and controls.

      Managing  our growth  will  become  even more  challenging  if and when we
expand our target markets and our product and service  offerings.  Promotion and
enhancement  of our products and services will depend  largely on our success in
continuing  to provide high quality web design and hosting  services,  solutions
and product support.  We cannot guarantee that we will be able to maintain those
levels of quality.  If we are unable to do so or  otherwise  fail to promote and
maintain  our  products or  services,  or if we incur  excessive  expenses in an
attempt to improve our services or promote and maintain our  products,  then our
business,  results of operations and financial condition could be materially and
adversely affected.

      In addition,  if and when we experience  growth we will have to expand and
train our employee base to handle the increased  volume and  complexities of our
business. We can offer no assurances that we will be able to attract,  train and
manage sufficient personnel to keep pace with this growth.

      We Are Subject To The Risks Associated With Rapid Industry Changes.

      The Internet  services  industry in which we operate is  characterized  by
rapidly changing technology,  evolving industry standards,  emerging competition
and frequent new  services,  software and other product  innovations.  We cannot
guarantee   that  we  will  be  able  to  identify  new  service   opportunities
successfully  and develop  and bring new  products  and  services to market in a
timely and  cost-effective  manner,  or that products,  software and services or
technologies  developed  by others  will not render our  products  and  services
non-competitive or obsolete.  In addition,  we cannot provide any assurance that
our product or service  developments  or  enhancements  will  achieve or sustain
market  acceptance  or be able to  address  effectively  the  compatibility  and
interoperatibility  issues  raised  by  technological  changes  or new  industry
standards.

      We  Operate  In A  Relatively  New  And  Evolving  Market  With  Uncertain
Prospects For Growth

      The  market  for Web site  designing,  application  hosting,  and  related
services has only recently  begun to develop and is evolving  rapidly.  Although
certain industry  analysts  project  significant  growth for this market,  their
projections may not be realized.  Our future growth,  if any, will depend on the
continued  trend  of  businesses   outsourcing  their  Web  site  designing  and
application  hosting and our ability to market our services  effectively.  There
can be no  assurance  that the  market  for our  services  will  grow,  that our
services  will be  adopted,  or that  businesses  will use these  Internet-based
services to the degree or in the manner that


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<PAGE>

we expect.  It is possible  that at some point  businesses  may find it cheaper,
more secure or otherwise preferable to design their own Web sites and host their
Web sites and applications internally and decide not to outsource the management
of their Web sites  and  applications.  If we are  unable  to react  quickly  to
changes in the market,  if the market fails to develop,  or develops more slowly
than expected, or if our services do not achieve market acceptance,  then we are
unlikely to become or remain profitable.

      We May Be Unable To Achieve Our Operating And Financial  Objectives Due To
Significant Competition In The Web Site And Application Hosting Industry.

      The market for designing and hosting Web sites and  applications is highly
competitive.  There are few  substantial  barriers to entry into this market and
most of our current competitors have substantially greater financial,  technical
and marketing  resources,  larger  customer  bases,  more data  centers,  longer
operating histories, greater name recognition and more established relationships
in the industry than we possess.  Our current and potential  competitors  in the
market include Web hosting service  providers,  as well as web design  companies
and countless of individual free-lance web designers.

      Our  competitors may be able to expand their network  infrastructures  and
service offerings more quickly than us. They may also bundle other services with
their Web site hosting or application  hosting services,  which could allow them
to reduce the relative prices of their Web site hosting and application  hosting
services  beyond  levels that we could compete  with,  and generally  adopt more
aggressive pricing policies. In addition, some competitors have entered and will
likely continue to enter into joint ventures or alliances to provide  additional
services which may be competitive with those we provide. We also believe the Web
site  hosting  and   application   hosting  markets  are  likely  to  experience
consolidation  in the near future,  which could  result in  increased  price and
other competition that would make it more difficult for us to compete.

      Our Server  Farms And The  Networks We Rely On Are  Sensitive  To Harm And
Human  Actions  And  Naturals   Disasters.   Any  Resulting   Disruption   Could
Significantly Damage Our Business And Reputation.

      Our  ability  to  provide  reliable  service  will  largely  depend on the
performance and security of our server farms and hosting providers. In addition,
our customers often maintain confidential  information on our servers.  However,
our  data  centers  and  equipment,  the  networks  we use,  and our  customers'
information are subject to damage and  unauthorized  access from human error and
tampering,  breaches  of  security,  natural  disasters,  power  loss,  capacity
limitations, software defects,  telecommunications failures, intentional acts of
vandalism,  including computer viruses,  and other factors that have caused, and
will  continue to cause  interruptions  in service or reduced  capacity  for our
customers,  and could  potentially  jeopardize  the  security of our  customers'
confidential  information such as credit card and bank account numbers.  Despite
precautions we have taken and plan to take, the occurrence of a security breach,
a natural  disaster,  interruption  in service or other  unanticipated  problems
could  seriously  damage  our  business  and  reputation  and  cause  us to lose
customers.  Additionally,  the time and expense  required to eliminate  computer
viruses and alleviate  other security  problems  could be significant  and could
impair our service quality. We also intend to provide our customers with service
level agreements.  If we do not meet the required service levels, we may have to
provide credits to our customers, which could significantly reduce our revenues.
Additionally,  in the event of any resulting harm to customers, we could be held
liable for damages. Awards for such damages might exceed our liability insurance
by an unknown but significant amount and could seriously harm our business.


                                       10
<PAGE>

      If  We  Do  Not  Respond  Effectively  And  On A  Timely  Basis  To  Rapid
Technological Change Our Business Could Suffer.

      Internet and networking technology is changing rapidly. Our future success
will depend largely on our ability to:

      o     offer services that incorporate leading technologies;

      o     address  the  increasingly  sophisticated  and  varied  needs of our
            current and prospective customers;

      o     respond to technological advances and emerging industry standards on
            a timely and cost-effective basis; and

      o     continue  offering  services that are  compatible  with products and
            services of other vendors.

      Our  failure to conform to the  prevailing  standards,  or the  failure of
common  standards to emerge,  could harm our  business.  In addition,  products,
services or  technologies  developed by others may render our services no longer
competitive or obsolete.

      Our Business  Will Not Grow Unless  Internet  Usage And Demand For New Web
Sites Grows.

      The increased use of the Internet for retrieving, sharing and transferring
information  among  businesses and consumers has only recently begun to develop.
Our success will depend on the  continued  growth of  business's  need to expand
their presence on the web. Our business plan anticipates extensive growth in the
Web site hosting and application  hosting  markets.  The growth of the Internet,
including the Web site hosting and application  hosting markets, is subject to a
high level of  uncertainty  and  depends on a number of factors,  including  the
growth  in  consumer  and  business  use of new  interactive  technologies,  the
development of technologies that facilitate interactive communications, security
concerns  and  increases  in  data  transport  capacity.  If the  Internet  as a
commercial medium fails to grow or develops more slowly than expected,  then our
business is unlikely to grow.

      The  recent  growth  in the use of the  Internet  in  general  has  caused
frequent periods of performance  degradation.  Any perceived  degradation in the
performance  of the  Internet  as whole  could  undermine  the  benefits  of our
services.  The performance of our Web site and application  hosting  services is
ultimately  limited by and relies on the speed and  reliability  of the networks
operated  by third  parties.  Consequently,  the  growth of the  market  for our
services   depends  on   improvements   being   made  to  the  entire   Internet
infrastructure to alleviate overloading and congestion.

      We Are Dependent On Internet Growth To Achieve Our Business Objectives

      A  substantial  portion of our  revenue  is  expected  to be derived  from
services  that depend upon the  adoption of Internet  solutions  by companies to
improve their business positioning and processes,  and the continued development
o the World Wide Web, the Internet and E-commerce. The Internet may not prove to
be  a  viable  commercial  marketplace  because  of  inadequate  development  of
necessary  infrastructure;   lack  of  development  of  complementary  products;
implementation of competing technologies;  delays in the development or adoption
of new standards and protocols  required to handle  increase  levels of Internet
activity; government regulation; or other reasons. The Internet has experienced,
and is expected to continue to experience,  significant  growth in the number of
users  and  volume  of  traffic.  There can be no  assurance  that the  Internet
infrastructure  will continue to be able to support the demands  placed on it by
this continuous growth. Moreover, critical issues concerning the use of Internet
and  E-commerce  solutions  (including  security,  reliability,  cost,  ease  of
deployment and  administration and quality of service) remain unresolved and may
affect  the  growth of the use of such  technologies  to  maintain,  manage  and
operate a business,


                                       11
<PAGE>

expand product marketing, improve corporate communications and increase business
efficiencies.   The  adoption  of  Internet   solutions   for  these   purposes,
particularly by those individuals and enterprises that have historically  relied
on  traditional  means,  can be capital  intensive  and  generally  require  the
acceptance of a new way of conducting  business and exchanging  information.  If
critical issues concerning the ability of Internet solutions to improve business
is not developed, our business,  financial condition,  results of operations and
prospects will be materially adversely affected.

      We  Have  Entered  And In  The  Future  We  May  Continue  to  Enter  Into
Transactions  With Related Parties;  All Such  Transactions May Involve Inherent
Conflicts of Interest

      Since our inception, we have on several occasions entered into transaction
with our  officers,  directors,  principal  shareholders  and  other  affiliated
parties  including those  transactions  discussed in the "Certain  Transactions"
section  of this  Report.  While  all such  transactions  may  involve  inherent
conflicts of interest, we believe that in every case, they were made on terms as
fair as those obtainable from independent third parties.  However,  no assurance
can be given that this was, in fact, the case.

      Management  Controls A Substantial  Amount Of Our Shares;  Their Interests
May Be In Conflict With Our Other Shareholders

      The interests of management could conflict with the interests of our other
stockholders.  Our officers and directors  beneficially own, directly or through
members of entities  under their  control or through their  immediate  families,
approximately  39.34% of our outstanding common stock.  Assuming the exercise of
outstanding stock options, they own even a greater percentage of our outstanding
common  stock.  Accordingly,  if they  act  together,  they  have  the  power to
influence  corporate  transactions  and the election of all of our directors and
other  issues for which the  approval  of our  shareholders  is  required.  This
concentration of ownership may also delay,  deter or prevent a change in control
of our Company and may make some  transactions  more  difficult or impossible to
complete  without  the  support of these  stockholders.  As a result,  our other
shareholders may have no effective voice in our management.

      Our Board of  Directors  Can Issue  Additional  Shares Of Our Common Stock
Without  Shareholder  Consent;  This Could Result In The Dilution of Your Voting
Power And Could Decrease The Value Of Your Shares

      Our  Certificate  of  Incorporation  authorizes the issuance of 50,000,000
shares  of  Common  Stock,   14,445,018  of  which  are  presently   issued  and
outstanding.  Approximately,  1,970,000 additional shares are being reserved for
issuance pursuant to the exercise of presently outstanding options. Our board of
directors  has  the  power  to  issue  any or all  of the  remaining  33,584,982
authorized common shares for general  corporate  purposes,  without  shareholder
approval.  While we presently  have no  commitments,  contracts or intentions to
issue any additional common shares except as otherwise disclosed in this Report,
potential  investors should be aware that any such stock issuances may result in
a reduction of the book value or market price of our outstanding  common shares.
If we issue  any  additional  common  shares,  such  issuance  will  reduce  the
proportionate ownership and voting power of each other common shareholder.

      Compliance  With  Penny  Stock  Rules May Make It More  Difficult  For Our
Shareholders To Sell Their Shares.

      Trading of our stock is quoted in the  Over-the-Counter  Bulletin Board of
the NASD. At least for the foreseeable  future,  our common stock will be deemed
to be a  "penny  stock"  as  that  term is  defined  in Rule  3a51-1  under  the
Securities  Exchange  Act of 1934.  Rule 15g-2 under the  Exchange  Act requires
broker/dealers  dealing in penny stocks to provide  potential  investors  with a
manually  signed and dated


                                       12
<PAGE>

written acknowledgment of receipt of the document before effecting a transaction
in a penny stock for the investor's account.  Compliance with these requirements
may make it more  difficult  for  holders  of our common  stock to resell  their
shares to third parties or otherwise, which could have a material adverse effect
on the liquidity and market price of our common stock.

Penny stocks are stocks:

      o     with a price of less than $5.00 per share; or

      o     that are not traded on NASDAQ or a national securities exchange;

Penny stock are also stocks which are issued by companies with:

      o     net tangible assets of less than:

                  $2.0 million (if the issuer has been in  continuous  operation
                  for at least three years); or

                  $5.0 million (if in  continuous  operation for less than three
                  years); or

      o     average revenue of less than $6.0 million for the last three years.

                         ITEM 2. DESCRIPTION OF PROPERTY

      We currently rent  approximately  4,674 square feet of office space at 255
East Sunrise Boulevard, Suite 401, Fort Lauderdale, FL 33304 pursuant to a lease
which expires on February 28, 2003. The lease  commenced in January 1998 and was
amended on February 10, 1999 to provide us with additional space. Rental expense
under the  lease  for 1998,  1999 and 2000 was  $29,926,  $65,317  and  $68,443,
respectively.  The future  minimum lease  payments due by us under the lease for
2001,  2002 and 2003  (through  February  28, 2003) are  $85,313,  $88,726,  and
$14,883 respectively.

                            ITEM 3. LEGAL PROCEEDINGS

      Except as otherwise  disclosed  herein,  no material legal proceedings are
pending to which we or any of our property is subject,  nor to our knowledge are
any such proceedings threatened.  On March 23, 2000, the Third Judicial District
Court in and for Salt Lake County,  Utah, entered a Temporary  Restraining Order
and Writ of  Attachment  following  the  filing of a  complaint  by us, in Civil
Action No.  000902397.  In our complaint,  we were seeking recovery of 6,250,000
shares of our common stock,  which were issued for deposit into escrow,  pending
the receipt of funding, which was not paid. The securities were removed from the
escrow,  without our consent.  The recipient of these  securities  had deposited
them with a registered broker/dealer,  and had subsequently consented in writing
to the cancellation of the two stock certificates representing these securities,
immediately  prior to filing of our  complaint.  On October  23,  2000 the Third
Judicial District Court in and for Salt Lake County,  Utah, entered its Order of
Dismissal of Civil Action No. 000902397. Pursuant to the Order of Dismissal, all
6,250,000  shares  were  returned  to us  and  the  action  was  dismissed  with
prejudice.  We returned  these shares to our transfer agent on October 30, 2000,
and they were cancelled on that date.

      On March 21,  2001 a judgment  in the  amount of  $12,359.60  was  entered
against us in the Circuit Court of the 17th Judicial  Circuit in and for Broward
County, Florida in favor of Diamondpoint.Com, Inc.,


                                       13
<PAGE>

a Florida corporation, in connection with a claim of breach of contract. We have
yet to decide whether we will appeal this judgment.

      Our prior management signed several agreements for Internet based services
which are currently in dispute. In one instance,  the dispute relates to whether
the contracted for services were ever provided.  In other instances the disputes
relate to the timing of the provision of such services.  To date,  none of these
disputes  have  resulted in  litigation.  Our auditors  have recorded a $500,000
accrual for such services. See "Item 7. Financial Statements".

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

      No  matter  was  submitted  to a vote of  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report.

                                     PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information.

      Our  common  stock is quoted  on the OTC  Bulletin  Board of the  National
Association  of Securities  Dealers,  Inc. (the "NASD") under the symbol "PUNK."
The following table sets forth, for the fiscal quarters indicated,  the high and
low closing bid prices per share of our common stock, as derived from quotations
provided by Pink Sheets,  LLC.  Such  quotations  reflect  inter-dealer  prices,
without retail mark-up,  mark-down or commission,  and may not represent  actual
transactions.

            Quarter Ended                  High Bid                Low Bid
            -------------                  --------                -------

            March 31, 1999                 $ 13.75                 $ 6.375
            June 30, 1999                  $  8.875                $ 6.50
            September 30, 1999             $  8.625                $ 3.25
            December 31, 1999              $ 10.625                $ 3.50
            March 31, 2000                 $  7.125                $ 3.50
            June 30, 2000                  $  5.25                 $ 0.8125
            September 30, 2000             $  1.625                $ 0.625
            December 31, 2000              $  1.125                $ 0.3125

Holders.

      As of April 5, 2001,  there were  approximately  572 record holders of our
common stock.

Dividends.

      We have  never  declared  any cash  dividends  with  respect to our common
stock.  Future  payment of  dividends is within the  discretion  of our board of
directors  and will  depend on our  earnings,  capital  requirements,  financial
condition  and  other   relevant   factors.   Although  there  are  no  material
restrictions limiting, or that are likely to limit, our ability to pay dividends
on our common stock, we presently intend to retain future earnings,  if any, for
use in our business and have no present  intention to pay cash  dividends on our
common stock.


                                       14
<PAGE>

Recent Sales of Unregistered Securities.

      All sales of our  unregistered  equity  securities  during  the year ended
December 31, 2000 have been  previously  disclosed in our reports on Form 10Q-SB
for the fiscal  quarters ended June 30, 2000 and September 30, 2000. On March 9,
2001,  subsequent to the period  covered by this Report,  our board of directors
granted  400,000 stock options to Richard  Goldring and 300,000 stock options to
John  Neilson.  Each option is  exercisable  to purchase one share of our common
stock at an exercise  price of $.25 per share at any time through and  including
March 8, 2006.

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

Results of Operations

      During the fiscal years ended  December 31, 2000 and December 31, 1999, we
had revenues of $573,615 and $586,602,  respectively. Our cost of goods sold was
$1,383,800 for fiscal 2000 and $278,174 for fiscal 1999. We incurred general and
administrative  expenses of $1,231,340  in fiscal 2000 and  $1,890,470 in fiscal
1999. Net losses in the years ended December 31, 2000 and December 31, 1999 were
$2,039,208 and $1,580,206 or $.15 and $.19 per share respectively.  We recognize
revenues as the are earned, not necessarily as they are collected.  Direct costs
such as hosting  expense,  design cost and server expense are classified as cost
of  goods  sold.  General  and  administrative   expenses  include   accounting,
advertising,   contract  labor,  bank  charges,   depreciation,   entertainment,
equipment  rental,   insurance,   legal,  supplies,  pay  roll  taxes,  postage,
professional  fees,  telephone and travel.  The substantial  increase in cost of
goods sold from  fiscal 1999 to fiscal 2000 was  primarily  attributable  to the
increase in our bandwidth  providers  from one to a high of seven.  We presently
have three  bandwidth  providers.  The  decrease in general  and  administrative
expenses  from  fiscal  1999 to fiscal  2000 is  primarily  attributable  to the
decrease in employee levels which went from a high of twenty five to our current
level of five employees.

Liquidity and Capital Resources.

      We have incurred losses since the inception of our Internet  business.  We
expect to continue to incur losses until we increase our revenues while reducing
costs  of good  sold and  general  and  administrative  expenses.  We have  been
dependent on  acquisitions  and funding  from  lenders and  investors to conduct
operations.  As at December 31, 2000 we had an accumulated deficit of $3,757,848
compared to an  accumulated  deficit of  $1,718,640  at December 31, 1999. As at
December  31, 2000,  we had total  current  assets of $25,483 and total  current
liabilities of $840,327 or negative working capital of $814,844. At December 31,
1999, we had total current  assets of $687,615 and total current  liabilities of
$255,932 or positive working capital of $431,683.  During fiscal 2000, we issued
1,100,000  shares for cash and services valued at $500,000.  During fiscal 1999,
we issued  1,811,000  shares  for cash and  services  valued at  $1,297,500.  We
currently  have  no  material  commitments  for  capital  expenditures.  We will
continue to evaluate  possible  acquisitions  of or  investments  in businesses,
products and technologies  that are complimentary to ours. These may require the
use of cash which would require us to seek  financing.  We believe that existing
cash,  investments and loans available under our present credit  facilities will
be sufficient for at least the next 3 months.  However,  we may sell  additional
equity  or  debt  securities  or  seek  additional  credit  facilities  to  fund
acquisition-related  or other  business  costs.  Sales of  additional  equity or
convertible  debt  securities  would  result  in  additional   dilution  to  our
stockholders.  We may also need to raise  additional  funds in order to  support
more rapid expansion,  develop new or enhanced services or products,  respond to
competitive  pressures,  or take advantage of unanticipated  opportunities.  Our
future  liquidity and capital  requirements  will depend upon numerous  factors,
including the success of our service offerings and


                                       15
<PAGE>

competing  technological  and market  developments.  See the Risk Factor "We May
Need To Seek Financing Which May Not Be Available, And, If Available, Might Only
Be Available On Unfavorable Terms." Our future liquidity may also be affected by
ongoing disputes over certain of our Internet based services contracts. See"Item
7. Financial  Statements" and the Risk Factor  "Disputes Over Our Internet Based
Service Contracts May Result In Future Litigation."


                                       16
<PAGE>

                          ITEM 7. FINANCIAL STATEMENTS

                          Index to Financial Statements

                                                                            Page
                                                                            ----

Independent Auditor's Report - Radin, Glass & Co., LLP ....................   18

Independent Auditor's Report - Mantyla McReynolds .........................   19

Consolidated Balance Sheet as of December 31, 2000 ........................   20

Consolidated Statement of Operations for the years ended
  December 31, 2000 and December 31, 1999 .................................   21

Consolidated Statement of Deficiency in Assets for the years
  ended December 31, 2000 and December 31, 1999 ...........................   22

Consolidated Statement of Cash Flows for the years ended
  December 31, 2000 and December 31, 1999 .................................   23

Notes to Consolidated Financial Statements ................................   24


                                       17
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

                                                                   March 8, 2001

To The Board of Directors and Shareholders
The Internet Advisory Corporation

      We  have  audited  the  accompanying  consolidated  balance  sheet  of The
Internet  Advisory  Corporation  as  of  December  31,  2000,  and  the  related
consolidated  statement of operations,  stockholders'  equity and cash flows for
the  year  ended  December  31,  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 audit.

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

      In our opinion,  the consolidated  financial  statements referred to above
present fairly, in all material respects, the financial position of The Internet
Advisory  Corporation  as of December 31, 2000 and the results of its operations
and its cash flows for the year  ended  December  31,  2000 in  conformity  with
accounting principles generally accepted in the United States.

      The  accompanying  consolidated  financial  statements  have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2 to the consolidated  financial statements,  the Company has accumulated losses
form  operations and a net working  capital  deficiency  that raise  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

      The Company, under prior management, signed several agreements for certain
internet  based  services,  which the  Company  is now  disputing  whether  such
services  were ever rendered or in some cases  performed on a timely basis.  The
Company  has  recorded a $500,000  accrual for such  services  (See Note 5). The
Company  believes  that such  accrual  estimated  is adequate  to fund  expected
negative resolutions of the disputed services.

                                                    /s/ Radin Glass & Co., LLP
                                                    ----------------------------
                                                    Radin Glass & Co., LLP
                                                    Certified Public Accountants
                                                    New York, New York


                                       18
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
The Internet Advisory Corporation

      We have  audited  the  accompanying  consolidated  balance  sheets  of The
Internet  Advisory  Corporation,  (a  Utah  corporation)  and  its  wholly-owned
subsidiary,  Sunrise  Web  Development,  Inc.,  (a  Florida  corporation)  as of
December  31,  1999,  and the related  consolidated  statements  of  operations,
stockholders'  (deficit) equity,  and cash flows for the year ended December 31,
1999.  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 audit.

      We conducted  our audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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  Internet  Advisory
Corporation  as of December 31,  1999,  and the results of  operations  and cash
flows for the year  ended  December  31,  1999,  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 2 to the
consolidated  financial  statements,  the  Company has  accumulated  losses from
operations and a net working  capital  deficiency that raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                             /s/Mantyla McReynolds
                                             ---------------------
                                             Mantyla McReynolds

Salt Lake City, Utah
February 15, 2000


                                       19
<PAGE>

                        THE INTERNET ADVISORY CORPORATION

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                       $    21,031
  Accounts receivable                                                   4,452
                                                                  -----------
    Total Current Assets                                               25,483
                                                                  -----------
PROPERTY AND EQUIPMENT, Net                                           480,094
                                                                  -----------
OTHER ASSETS:
  Security deposit                                                     14,361
                                                                  -----------
    Total Other Assets                                                 14,361
                                                                  -----------
    TOTAL ASSETS                                                  $   519,938
                                                                  ===========

                      LIABILITIES AND DEFICIENCY IN ASSETS

CURRENT LIABILITIES
  Accounts payable                                                $   231,534
  Accrued expenses                                                    559,941
  Deferred revenue                                                     18,352
  Loan payable - officer                                               30,500
                                                                  -----------
    Total Current Liabilities                                         840,327
                                                                  -----------
    TOTAL LIABILITIES                                                 840,327
                                                                  -----------
DEFICIENCY IN ASSETS
  Common stock, $.001 par value; 50,000,000 shares authorized,
    issued and outstanding 14,445,018                                  14,445
  Additional paid-in capital                                        3,423,014
  Accumulated deficit                                              (3,757,848)
                                                                  -----------
    Total Deficiency in assets                                       (320,389)
                                                                  -----------
    TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                    $   519,938
                                                                  ===========

                See notes to consolidated financial statements.


                                       20
<PAGE>

                        THE INTERNET ADVISORY CORPORATION

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                     Years Ended December 31,
                                                 ----------------------------
                                                      2000            1999
                                                 ------------    ------------
NET SALES                                        $    573,615    $    586,602

COST OF GOODS SOLD                                  1,383,800         278,174
                                                 ------------    ------------

GROSS PROFIT                                         (810,185)        308,428

GENERAL AND ADMINISTRATIVE EXPENSES
                                                    1,231,340       1,890,470
                                                 ------------    ------------

NET LOSS FROM OPERATIONS                           (2,041,525)     (1,582,042)

OTHER INCOME (EXPENSES):
  Interest income                                       3,223           2,606
  Other income                                          4,216              --
  Interest expense                                     (5,122)           (770)
                                                 ------------    ------------

TOTAL OTHER INCOME, net                                 2,317           1,836
                                                 ------------    ------------

NET LOSS BEFORE INCOME TAXES                       (2,039,208)     (1,580,206)

PROVISION FOR INCOME TAXES                                 --              --
                                                 ------------    ------------

NET LOSS                                         $ (2,039,208)   $ (1,580,206)
                                                 ============    ============

NET LOSS PER SHARE                               $      (0.15)   $      (0.19)
                                                 ============    ============

WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING      13,905,555       8,422,431
                                                 ============    ============

                See notes to consolidated financial statements.


                                       21
<PAGE>


                        THE INTERNET ADVISORY CORPORATION

                 CONSOLIDATED STATEMENT OF DEFICIENCY IN ASSETS

<TABLE>
<CAPTION>
                                                                 Common Stock           Additional
                                                        -----------------------------    Paid-in      Accumulated
                                                            Shares          Amount       Capital        Deficit         Total
                                                        ------------    -------------  -----------    -----------    ------------

<S>                                                        <C>             <C>          <C>           <C>            <C>
Balance, December 31, 1998                                 7,533,017       $ 7,533      $  420,426    $  (138,434)   $   289,525
                                                          ----------       -------      ----------    -----------    -----------

Proceeds from the sale of stock                            1,731,000         1,731       1,295,769                     1,297,500

Issued stock for services related to the equity rise          80,000            80             (80)                           --

Issued stock for the acquisition of Sunrise Web            4,000,000         4,000         996,000                     1,000,000
  Development, Inc.

Net loss                                                                                               (1,580,206)    (1,580,206)
                                                          ----------       -------      ----------    -----------    -----------

Balance, December 31, 1999                                13,344,017        13,344       2,712,115     (1,718,640)     1,006,819
                                                          ----------       -------      ----------    -----------    -----------

Proceeds from the sale of stock                              700,000           701         299,299                       300,000

Issued stock and options for services                        400,000           400         411,600                       412,000

Net loss                                                                                               (2,039,208)    (2,039,208)
                                                          ----------       -------      ----------    -----------    -----------

Balance, December 31, 2000                                14,444,017       $14,445      $3,423,014    $(3,757,848)   $  (320,389)
                                                          ==========       =======      ==========    ===========    ===========
</TABLE>

                See notes to consolidated financial statements.


                                       22
<PAGE>

                        THE INTERNET ADVISORY CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                                   --------------------------------
                                                                       2000                 1999
                                                                   -----------          -----------
<S>                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $(2,039,208)         $(1,580,206)
Adjustments  to reconcile  net loss to net cash  provided by
  (used in) operating activities:
    Depreciation expense                                               134,985               94,079
    Bad debt expense                                                        --                7,824
    Issued equity rights for services                                  412,000              100,000
    Write-off of other asset                                             2,600                   --
    Accounts receivable                                                  6,977              (11,429)
    Prepaid expenses                                                     4,099               (4,099)
    Security deposits                                                       --               (7,824)
    Accounts payable                                                    20,409              197,500
    Accrued expenses                                                   530,698                   --
    Deferred revenue                                                     2,788              (82,266)
                                                                   -----------          -----------
  CASH FLOW PROVIDED BY (USED IN) BY OPERATING ACTIVITIES             (924,652)          (1,286,421)
                                                                   -----------          -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Lease deposit                                                             --               (7,359)
  Advance to affiliates                                                 50,000              (52,600)
  Purchases of property and equipment                                 (106,904)            (563,967)
                                                                   -----------          -----------
    CASH FLOW PROVIDED BY (USED IN) BY INVESTING ACTIVITIES            (56,904)            (623,926)
                                                                   -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from loan                                                    30,500                   --
  Receipt of Sunrise receivable                                        615,000
  Proceeds from sale of stock                                          300,000            1,582,500
                                                                   -----------          -----------
    CASH FLOW PROVIDED BY FINANCING ACTIVITIES                         945,500            1,582,500
                                                                   -----------          -----------
NET (DECREASE) IN CASH                                                 (36,056)            (327,847)

CASH AT BEGINNING OF YEAR                                               57,087              384,934
                                                                   -----------          -----------
CASH AT END OF YEAR                                                $    21,031          $    57,087
                                                                   ===========          ===========
SUPPLEMENTAL DISCLOSURE INFORMATION:
  Issued stock for assets                                          $        --          $   615,000
  Cash paid during the year for interest                                    --                  770
  Cash paid during the year for income taxes                                --                  289
</TABLE>
                See notes to consolidated financial statements.


                                       23
<PAGE>

                        THE INTERNET ADVISORY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

Note 1. Organization

      The  Internet  Advisory   Corporation  ("IAC"  or  "Company")  is  a  Utah
corporation,  formed in August 1997 and is located in Ft.  Lauderdale,  Florida.
The Company offers internet web site programming,  web hosting,  e-commerce, and
internet  access to small and  medium  size  companies.  On June 22,  1998,  the
Company was acquired by Olympus M.T.M.  Corporation  (a previously  dormant Utah
corporation)  pursuant to an agreement and plan of merger.  The  transaction was
accounted  for as a  "reverse"  acquisition  on a  purchase  basis,  which  is a
recapitalization of the Company. Subsequent to the agreement and plan of merger,
the name of Olympus  M.T.M.  Corporation  was changed to the  Internet  Advisory
Corporation.

      The  financial  statements of the Company have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
consolidated financial statements of the Company include the accounts of IAC and
its subsidiary. All significant inter-company transactions have been eliminated.
The following information summarizes the more significant of such policies:

Note 2. Summary of Significant Accounting Principles

Going Concern

      These financial  statements  have been prepared  assuming the Company will
continue as going concern.  The Company has suffered  recurring losses amounting
to $3  million.  The  Company is in  default  of  several  of its trade  payable
obligations.  See  Notes  7 and 8.  The  Company  intends  to  raise  additional
financing  through  debt or equity in the near  future to enable the  Company to
continue operations for at least one year.

Leasehold Improvements and Equipment

      Leasehold  improvements and equipment are stated at cost.  Maintenance and
repairs are charged to expenses as incurred.  Depreciation  is provided for over
the estimated useful lives of the individual assets using straight-line methods.

Fair Value of Financial Instruments

      The carrying amounts reported in the balance sheet for cash,  receivables,
and accrued expenses  approximate fair value based on the short-term maturity of
these instruments.

Stock Based Compensation

      The Company  accounts for employee  stock options in  accordance  with APB
Opinion No. 25,  "Accounting  For Stock Issued To Employees" and has adopted the
disclosure-only option under SFAS No. 123.


                                       24
<PAGE>

Income Taxes

      The Company  utilizes the liability  method of accounting for income taxes
as set forth in SFAS 109,  "Accounting  for Income  Taxes."  Under the liability
method,  deferred  taxes are  determined  based on the  difference  between  the
financial  statement and tax bases of assets and  liabilities  using enacted tax
rates in effect in the years in which the  differences  are expected to reverse.
The Company has a net operating loss  carryforward of approximately  $3,000,000,
which expire in the year 2020. The related  deferred tax asset of  approximately
$1,200,000 has been offset by a valuation allowance.

Loss Per Share

      The Company has adopted  SFAS 128,  "Earnings  per Share." Loss per common
share are computed by dividing  income  available to common  shareholders by the
weighted average number of common shares outstanding during the period.  Diluted
earnings per share is computed  using  weighted  average number of common shares
plus dilutive common share equivalents  outstanding  during the period using the
treasury stock method. Common stock equivalents (common stock warrants) were not
included in the computation of loss per share for the periods  presented because
their inclusion is anti-dilutive.

Accounting Estimates and Assumptions

      The  preparation  of financial  statements in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

      Revenue is recognized when earned, as products are completed and delivered
or services are provided to customers.

Note 3. Leasehold Improvements and Equipment

      At December 31, 2000, leasehold  improvements and equipment consist of the
following:

                                                                      2000
                                                                   ---------

                Equipment                                          $ 649,058

                Furniture & fixtures                                  20,549

                Leasehold improvements                                47,154
                                                                   ---------

                                                                     716,761

                Less:  accumulated depreciation                      236,667
                                                                   ---------
                                                                   $ 480,094
                                                                   =========


                                       25
<PAGE>

      Leasehold improvements are depreciated over 39 years. Furniture,  fixtures
and equipment are depreciated  over 5 years.  Depreciation  expense for the year
ended December 31, 2000 and 1999 was $134,985 and $94,079, respectively.

Note 4. Related-Party Transactions

      The Company has an agreement  with an entity  controlled  by the Company's
president.  The subject entity provides advertising for the Company at a cost of
$1,500 per month.

      In 1999,  the Company has  invested  $50,000 for 20% of the total stock of
Octapus,  Inc.,  which is an entity  controlled by a shareholder of the Company.
IAC has not used the equity  method to  account  for this  investment  because a
small  group  of  investors,  other  than  the  Company,  exercises  significant
influence and represents  majority  ownership of Octapus.  Further,  the Company
received the $50,000 for a return of the stock in Octapus.

      As part of the acquisition of Sunrise Web Development,  Inc.,  ("Sunrise")
discussed in Note 5, the Company has  recorded an amount due from a  shareholder
at December 31, 1999 of $615,000.  This is the remaining balance of the original
funding of Sunrise and was collected by the Company in four installments  during
January and February of 2000.

Note 5. Accrued Liabilities

      Included in accrued  liabilities  is an estimate of $500,000  recorded for
potential  liabilities from certain internet based service contracts,  the prior
management of the Company has entered into,  which  current  management  alleges
that some of such  services were never  performed or were not performed  timely.
Management has sent a notice of termination  on some  multi-month  contracts for
which such services are in dispute.  There can be no assurance that the payables
due under such  contracts  will be  negotiated in a manner  satisfactory  to the
Company,  therefore may have to be litigated.  Although the Company has recorded
an accrual for past services  estimated as rendered and believes such accrual is
adequate.  These contracts have terms expiring at various times through mid 2004
and have monthly payments due ranging from $1,500 to $26,000.

Note 6. Loan Payable

      Such loan payable is an amount due to an officer of the Company.  The loan
bears  interest  at 10%  and is  due on  December  31,  2001.  The  loan  is not
collateralized.

Note 7. Equity Transactions

a.    Olympus M.T.M.  Corporation  ("Olympus") was  incorporated in the state of
      Utah on September 21, 1981.  Olympus was formed for the primary purpose of
      acquiring and investing in energy resources. Olympus was not successful in
      its endeavors and ceased  operations on April 1990. On June 22, 1998,  IAC
      entered into an  agreement  and plan of merger with  Olympus,  wherein IAC
      exchanged  all of its  assets  and  liabilities  as of May  31,  1998  for
      6,000,000 shares of Olympus.  Immediately  subsequent to the exchange, the
      IAC's  shareholders held  approximately  83% of the outstanding  shares of
      Olympus. The Company continues its operations in the Olympus structure but
      has  changed  the  name of  Olympus  M.T.M.  Corporation  to the  Internet
      Advisory Corporation.


                                       26
<PAGE>

b.    During 1999, the Company sold  1,731,000  shares of common stock at prices
      ranging from $.25 to $3.50 per share in private  transactions and pursuant
      to a private  placement  memorandum.  The Company  issued 80,000 shares of
      common stock at $1.25 per share for raising  equity funds  pursuant to the
      private  placement  memorandum.  The value of such common stock issued was
      recorded as a cost of raising such capital.

c.    In December 1999, the Company issued  4,000,000  shares for $385,000 and a
      receivable of $615,000 from Sunrise Web Development, Inc., which was fully
      paid by March 2000.

d.    During 2000, the Company issued 400,000 shares for advertising services.

e.    In August 2000, the Company  issued  700,000 shares  pursuant to a private
      placement for prices ranging from$.40 to $.50 per share.

Note 8. Stock Option

      The  Company  accounts  for its stock  options  under APB  Opinion No. 25,
"Accounting for Stock Issued to Employees",  under which no compensation expense
is recognized.  The Company  adopted SFAS No. 123,  "Accounting  for Stock-Based
Compensation",  for disclosure purposes;  accordingly,  in addition compensation
expense is recognized in the results of operations for options  granted at below
fair market value as required by APB Opinion No. 25.

      Stock option  activity for the year ended  December 31, 2000 is summarized
as follows:

                                                                   Weighted
                                                                   Average
                                                   Shares       Exercise Price
                                                 ---------      --------------
           Outstanding at December 31, 1999             --         $    --
              Granted                            1,270,000             .50
              Exercised                                 --              --
              Expired or cancelled                      --              --
                                                 ---------         -------
           Outstanding at December 31, 2000      1,270,000         $   .50
                                                 =========         =======


      Information, at date of issuance, regarding stock option grants for the
year ended December 31, 2000:

                                                            Weighted    Weighted
                                                             Average    Average
                                                            Exercise     Fair
                                                 Shares       Price      Value
                                               --------     --------   ---------
Year ended December 31, 2000:
   Exercise price exceeds market price                --     $ --        $ --
   Exercise price equals market price          1,270,000       .5         .53
   Exercise price is less that market price           --       --          --

      For disclosure purposes in accordance with SFAS No. 123, the fair value of
each  stock   option  grant  is  estimated  on  the  date  of  grant  using  the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for stock options  granted  during the year ended December 31,
2000:  annual  dividends of $0.00,  expected  volatility of 100% at December 31,
2000,  risk-free  interest rate of 5.77% and expected life of five years for all
grants.


                                       27
<PAGE>

      If the Company recognized  compensation cost for the vested portion of the
employee stock options in accordance with SFAS No. 123, the Company's  pro-forma
net loss and loss per share would have been approximately, $2,709,607 and $(.19)
for the year ended December 31, 2000.

      The employee stock options are  exercisable  for five years from the grant
date and vest on the day of  issuance.  As of December  31,  2000,  1,270,000 of
these stock options were vested.

Note 9.     Operating Leases

      In  January,  1998 the Company  entered  into an  operating  lease with an
unrelated party for its facilities. The lease is for a period of five years.

      On February 10, 1999 the Company  signed an addendum to the original lease
agreement for  additional  space in the same building as the corporate  offices.
The terms of this addendum increase the total rentable square feet to 4,674.

The future minimum lease commitments are as follows:

               2001                  $85,313
               2002                   88,726
               2003                   14,883

      Rent expense for the year ended December 31, 2000 and 1999 was $68,443 and
$65,317, respectively.

      The  Company  has two  operating  leases  for office  equipment  that were
acquired in 1999.

The future minimum lease commitments are as follows:

               2001                  $ 4,617
               2002                    3,848
               2003                   13,082

Note 10. Contracts/Commitments

      The Company has entered  into  various  contracts  for  internet/telephone
connection  services.  The services will be performed for the period of 12 to 60
months,  depending on the  provider.  The rates and charges are set forth in the
respective agreements and are payable on a monthly basis. The payments are based
on recurring  and  nonrecurring  events.  Some  contracts  are under  dispute as
discussed  earlier in Note 5, while four of such  contracts are currently in use
with monthly payments ranging from $2,000 to $30,000.

Note 11. Subsequent Events

      The  Company was  involved  in a breach of  contract  lawsuit in which the
courts ruled in favor of the plaintiff on March 6, 2001. The approximate loss is
$12,000  although  a  judgement  has  not  yet  been  entered.  The  Company  is
considering an appeal.


                                       28
<PAGE>

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

      Mantyla  McReynolds  were our independent  certifying  accountants for the
fiscal  years  ended  December  31,  1998 and 1999.  On December  22,  2000,  we
terminated that firm's  appointment and subsequently  engaged Radin Glass & Co.,
LLP, 360 Lexington Avenue, New York, NY 10017, as our certifying accountants for
the fiscal year ended December 31, 2000. The  termination of Mantyla  McReynolds
and appointment of Radin Glass & Co., LLP was ratified and approved by our board
of  directors.  During  the last two  fiscal  years and all  interim  subsequent
periods,  we did not consult  with Radin Glass & Co.,  LLP,  with respect to any
matters whatsoever.

      The reports of Mantyla McReynolds on our financial statements for the past
two fiscal years for which Mantyla McReynolds  provided such reports,  contained
no adverse  opinion or  disclaimer  of  opinion,  nor was  either  qualified  or
modified as to uncertainty,  audit scope or accounting principle except that the
report for the fiscal year ended  December 31, 1999 was modified with respect to
our ability to continue as a going concern.

      In connection with the audits for the fiscal years ended December 31, 1998
and December 31, 1999 and during the subsequent  interim period  preceding their
dismissal,  there were no disagreements between us and Mantyla McReynolds on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or  procedures,  which  disagreements,  if not resolved to their
satisfaction,  would have caused  Mantyla  McReynolds  to make  reference to the
subject matter of the disagreement in connection with their reports.

      In connection with the audits for the fiscal years ended December 31, 1998
and December 31, 1999 and during the subsequent  interim period  preceding their
dismissal, Mantyla McReynolds did not advise us that:

      o  internal  controls  necessary  for  us to  develop  reliable  financial
statements did not exist;

      o information  had come to their  attention  that led them to no longer be
able to rely on  management's  representations  or  made  them  unwilling  to be
associated with the financial statements prepared by management;

      o there was a need to expand  significantly  the scope of their audit,  or
that  information had come tot their attention  during such time periods that if
further investigated might: (i) materially impact the fairness or reliability of
either a previously issued audit report or the underlying  financial  statement,
or the financial  statements  issued or to be issued covering the fiscal periods
subsequent  to the date of the most recent  financial  statements  covered by an
audit  report,  or  (ii)  cause  it to be  unwilling  to  rely  on  management's
representations or be associated with our financial statements; or

      o  information  had  come to  their  attention  that  they  had  concluded
materially  impacted  the  fairness or  reliability  of either (i) a  previously
issued  audit  report  or the  underlying  financial  statements,  or  (ii)  the
financial  statements  issued  or to  be  issued  covering  the  fiscal  periods
subsequent  to the date of the most recent  financial  statements  covered by an
audit report.


                                       29
<PAGE>

                                    PART III

      ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act

Executive Officers and Directors

      The following table sets forth certain  information,  as of April 2, 2001,
with respect to our directors and executive officers.

      Directors serve until the next annual meeting of the  stockholders;  until
their  successors are elected or appointed and  qualified,  or until their prior
resignation or removal. Officers serve for such terms as determined by our board
of  directors.  Each  officer  holds office  until such  officer's  successor is
elected or appointed and qualified or until such officer's  earlier  resignation
or removal.  No family  relationships exist between any of our present directors
and officers.

<TABLE>
<CAPTION>
                                                                                        Date of Election
                                                                                         or Appointment
Name                      Positions Held                                       Age        as Director
----                      --------------                                       ---        -----------
<S>                       <C>                                                   <C>              <C>
Richard K. Goldring       President, Chief Executive Officer, Director          32      December 2000
Jeffrey Olweean           Chairman                                              38      June 1998
Joseph A. Erickson        Treasurer, Chief Financial Officer, Director          45      December 2000
John Neilson              Secretary, Director                                   42      December 2000
</TABLE>

      The following is a brief account of the business experience of each of our
directors and executive officers during the past five years or more.

      Richard K. Goldring has a degree in  accounting  and has held a variety of
senior management positions in companies in New York.

      Jeffrey   Olweean  has  been  involved  in  the  securities  and  computer
industries  for the past 13 years.  His  business  experience  includes  raising
financing  for  various  companies,  both  public and  private,  overseeing  the
implementation  of business plans for public  companies and securities  trading.
Mr. Olweean is a 1986 graduate of Michigan State University.

      Joseph A. Erickson has a degree in accounting with CPA requirements with a
masters degree in taxation and has practiced as an accountant for over 20 years.

      John  Neilson  has a degree in  business  management  and has held  senior
management  positions  in  companies  in both the United  Kingdom and the United
States.

Compliance with Section 16(a) of the Exchange Act

      To the best of our  knowledge,  during the fiscal year ended  December 31,
2000, Section 16(a) filing  requirements  applicable to our officers,  directors
and greater than 10% beneficial owners were not satisfied.  Notwithstanding  the
foregoing,  Form 5's were filed on a late basis,  during April 2001, for each of
Richard


                                       30
<PAGE>

Goldring, Interactive Business Concepts, Inc., John Neilson and Joseph Erickson.
None of the  foregoing  persons  acquired or sold any shares of our common stock
during the fiscal year ended December 31, 2000.

      No filings  were made by Jeffrey  Olweean,  Nicole  Leigh Van  Coller,  or
Donald  Snyder,  Jr. We expect each of these  persons to file Form 5's on a late
basis in the near future although no assurance can be given that this will prove
to be the case.


                                       31
<PAGE>

                         ITEM 10. EXECUTIVE COMPENSATION

      The  following   table  sets  forth   information   concerning  the  total
compensation  paid or accrued by us during the three fiscal years ended December
31, 2000 to (i) all individuals  that served as our chief  executive  officer or
acted in a similar  capacity  for us at any time  during the  fiscal  year ended
December 31, 2000 and (ii) all individuals that served as executive  officers of
ours at any time during the fiscal year ended  December  31, 2000 that  received
annual  compensation during the fiscal year ended December 31, 2000 in excess of
$100,000.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                      Annual Compensation                               Long-Term Compensation
                      -----------------------------------------------    --------------------------------------------------
                      Fiscal Year
Name and                 Ended                              Other        Options/    Restricted      LTIP       All Other
Principal Position    December 31,    Salary     Bonus   Compensation      SARs      Stock Awards   Payouts    Compensation
------------------    ------------    ------     -----   ------------      ----      ------------   -------    ------------
<S>                      <C>         <C>          <C>         <C>       <C>              <C>          <C>           <C>
Jeffrey Olweean,         2000        $65,000      0           0         600,000 (1)      0            0             0
Chief Executive          1999        $71,000      0           0               0          0            0             0
Officer,                 1998        $13,128      0           0               0          0            0             0
President

Richard K. Goldring,     2000        $24,250      0           0               0          0            0             0
Chief Executive          1999              0      0           0               0          0            0             0
Officer, President       1998              0      0           0               0          0            0             0

Nicole Leigh             2000        $65,000      0           0         600,000 (1)      0            0             0
Van Coller,              1999        $75,975      0           0               0          0            0             0
Vice President           1998        $14,391      0           0               0          0            0             0
</TABLE>
-----------------------
(1)  Represents  (i) 300,000  options,  each to purchase one share of our common
     stock at a price of $.50 per share at any time during the period  ending at
     5:00  p.m.,  Eastern  Daylight  Time on June 30,  2005,  and  (ii)  300,000
     options,  each to purchase one share of our common stock at a price of $.50
     per  share at any time  during  the  period  ending at 5:00  p.m.,  Eastern
     Standard Time on November 1, 2005.

                      Option/SAR Grants In Last Fiscal Year
                               (Individual Grants)
<TABLE>
<CAPTION>

                                             Percent of
                              Number of        Total                                  Market Price
                              Securities    Options/SARs                               of Common
                              Underlying     Granted to    Exercise or               Stock on Date
                             Options/SARs   Employees in   Base Price    Date of       of Grant
      Name                   Granted (#)    Fiscal Year    (per share)    Grant       (per share)   Expiration Date
-----------------------    ---------------  -----------    -----------   -------      -----------   ---------------
<S>                        <C>                 <C>            <C>        <C>          <C>           <C>
Jeffrey Olweean            300,000 Options     23.6%          $.50       7/13/00      $.88 (1)      June 30, 2005
                           300,000 Options     23.6%          $.50       11/1/00      $.6715 (1)    November 1, 2005

Richard K. Goldring              0 Options      N/A           N/A          N/A          N/A             N/A

Nicole Leigh Van Coller    300,000 Options     23.6%          $.50       7/13/00      $.88 (1)      June 30, 2005
                           300,000 Options     23.6%          $.50       11/1/00      $.6715 (1)    November 1, 2005
</TABLE>
----------------
(1)   Based  upon the  average  of the high and low  prices for our stock on the
      date of grant.

Stock Option Plans

      The named executives did not participate in any Company stock option plans
during the fiscal year ended December 31, 2000.


                                       32
<PAGE>

Stock Appreciation Rights

      The named executives did not receive any stock appreciation rights from us
during the fiscal year ended December 31, 2000.

Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Values

      During the fiscal year ended  December 31, 2000 there were no exercises of
stock options by the named executives. As at December 31, 2000 none of the stock
options  owned by the  named  executives  were in the  money.  None of the named
executives have ever received stock appreciation rights.

Long Term Incentive Plan Awards

      We made no long-term  incentive plan awards to any of the named  executive
officers during the fiscal year ended December 31, 2000.

Employment Contracts and Termination of Employment,
and Change-in-Control Arrangements

      We have no employment agreements,  compensation plans or arrangements with
respect to any of the named executive  officers which would in any way result in
payments being made to such  executive  officers  because of their  resignation,
retirement or other  termination of employment with us or our  subsidiaries,  or
because  of any  change  in  control  or a change  in such  executive  officer's
responsibilities following a change in control.

Compensation of Directors

      Our directors  receive no compensation for serving as such, for serving on
committees  of the board of  directors  or for special  assignments.  During the
fiscal year ended December 31, 2000 there were no other arrangements  between us
and our directors  that resulted in our making  payments to any of our directors
for any services provided to us by them as directors.

Report on Repricing of Options/SARs

         During the fiscal  year ended  December  31,  2000 we did not adjust or
amend the exercise price of stock options or SARs  previously  awarded to any of
the named executives

                     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  known by us as of April 2,  2001,  by (i) each
person or entity known by us to be the  beneficial  owner of more than 5% of our
common stock, (ii) each of our directors,  (iii) each of our executive officers,
and (iv) all of our directors and executive officers as a group. The percentages
in the table have been  calculated on the basis of treating as outstanding for a
particular  person,  all shares of our common stock outstanding on such date and
all shares of our common stock  issuable to such holder in the event of exercise
of outstanding options,  warrants, rights or conversion privileges owned by such
person at said date which are exercisable within 60 days of such date. Except as
otherwise  indicated,  the persons  listed below have sole voting and investment
power with  respect to all shares of our common  stock owned by them,  except to
the extent such power may be shared with a spouse.


                                       33
<PAGE>

         Name and Address               Shares of Common Stock      Percentage
       of Beneficial Owner                Beneficially Owned       Ownership (6)
       -------------------                ------------------       -------------
Interactive Business Concepts, Inc.            2,900,000              17.67%
777 Bayshore Drive, #444
Ft. Lauderdale, FL 33304

Richard K. Goldring                            4,900,000(1)           29.85%
5 Fox Chase Drive
Watchung, NJ 07060

Jeffrey Olweean                                1,782,900(2)           10.86%
3850 Galt Ocean Drive #706
Ft. Lauderdale, FL 33308

John Neilson                                     300,000(3)            1.83%
c/o The Internet Advisory Corp.
255 E. Sunrise Blvd., Suite 401
Fort Lauderdale, FL 33304

Joseph A. Erickson                                     0               0%
14 Wendy Road
Syosset, New York 11791

Nicole Leigh Van Coller                        1,922,900(4)           11.71%
215 NE 23rd Street 0663-003W309
Wilton Manors, FL 33305

All directors and executive officers           6,982,900(5)           42.54%
as a group (4 persons)
-------------------
(1)   Includes (i)  2,900,000  shares owned by  Interactive  Business  Concepts,
      Inc., a corporation in which Mr. Goldring is a principal shareholder; (ii)
      100,000 shares owned by Irina Goldring,  the wife of Richard Goldring; and
      (iii) 400,000 shares  issuable upon the exercise of presently  exercisable
      stock options at an exercise price of $.25 per share. See Item 12. Certain
      Relationships and Related Transactions.

(2)   Includes   600,000   shares   issuable  upon  the  exercise  of  presently
      exercisable stock options at an exercise price of $.50 per share. See Item
      12. Certain Relationships and Related Transactions.

(3)   Includes   300,000   shares   issuable  upon  the  exercise  of  presently
      exercisable stock options at an exercise price of $.25 per share. See item
      12. Certain Relationships and Related Transactions.

(4)   Includes   600,000   shares   issuable  upon  the  exercise  of  presently
      exercisable stock options at an exercise price of $.50 per share. See Item
      12. Certain Relationships and Related Transactions.

(5)   Includes (i)  2,900,000  shares owned by  Interactive  Business  Concepts,
      Inc., a corporation in which Richard Goldring is a principal  shareholder;
      (ii) 100,000 shares owned by Irina Goldring, the wife of Richard Goldring;
      (iii) 400,000 shares  issuable upon the exercise of presently  exercisable
      stock options owned by Richard Goldring; (iv) 600,000 shares issuable upon
      the  exercise of  presently  exercisable  stock  options  owned by Jeffrey
      Olweean;  and (v) 300,000  shares  issuable upon the exercise of presently
      exercisable stock options owned by John Neilson.

(6)   Based upon 16,415,018 shares issued and outstanding,  including  1,970,000
      shares  issuable upon the exercise of  outstanding  stock options that are
      exercisable within the next 60 days.


                                       34
<PAGE>

Changes in Control

      There are no present  arrangements  that may result in a change in control
of the Company.

                       ITEM 12. CERTAIN RELATIONSHIPS AND
                              RELATED TRANSACTIONS

      On July 13, 2000 our board of directors  granted and issued  300,000 stock
options to Jeffrey  Olweean;  300,000  stock options to Nicole Leigh Van Coller;
and 50,000 stock options to Donald E. Snyder.  At the time of grant, each of the
foregoing persons was serving as an officer and director of our Company. Each of
these  options is  exercisable  for one share of our common stock at an exercise
price of $.50 per share at any time through and including June 30, 2005.

      On November  1, 2000 our board of  directors  granted  and issued  300,000
stock  options to Jeffrey  Olweean and 300,000 stock options to Nicole Leigh Van
Coller.  At the time of grant each of the  foregoing  persons  was serving as an
officer and director of our Company.  Each of these options is  exercisable  for
one share of our common stock at an exercise price of $.50 per share at any time
through and including November 1, 2005.

      On March 9, 2001 our board of directors  granted and issued  400,000 stock
options to Richard  Goldring and 300,000 stock  options to John Neilson.  At the
time of grant,  both Mr.  Goldring and Mr.  Neilson were serving as officers and
directors of our Company. Each option is exercisable for one share of our common
stock at an exercise  price of $.25 per share at any time through and  including
March 8, 2006.

      On  December  30, 1999 we entered  into a  Reorganization  Agreement  with
Richard K. Goldring  whereby we issued  4,000,000  shares of our common stock to
Mr. Goldring and his designees in exchange for all of the issued and outstanding
voting shares of Sunrise Web Development,  Inc., a Florida  corporation.  At the
date of the Reorganization  Agreement,  Mr. Goldring was a principal shareholder
of ours.  The assets of Sunrise  Web  Development  Inc.  on  December  30,  1999
included a $615,000  receivable  from Richard  Goldring.  Mr. Goldring made full
payment on this obligation during January and February 2000.

      During  the  fiscal  year  ended   December  31,  2000  Richard   Goldring
periodically  made loans to us. As at December 21, 2000 we owed Mr.  Goldring an
aggregate of $30,500.  On such date, we issued a promissory note to Mr. Goldring
in the principal  amount of $30,500 paying interest at the rate of 10% per year.
The note is due and payable on or before December 31, 2001.

      During the two fiscal  years ended  December 31, 2000 we  advertised  at a
cost of $1,500 per month on a radio  station  owned by The Human Cash  Register,
Inc., a corporation controlled by Jeffrey Olweean.

      In 1999,  we invested  $50,000 in  exchange  for 20% of the total stock of
Octapus,  Inc., a corporation  controlled by Barbara Fytton,  who at the time of
the exchange was an officer and director of ours. In July 2000,  the $50,000 was
returned to us  together  with  interest  thereon at the rate of 10% per year in
exchange for a return of the shares.


                                       35
<PAGE>

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

Reports on Form 8-K

      No reports on Form 8-K were filed during the fiscal quarter ended December
31, 2000.

Exhibits

      The  following  Exhibits  are being filed with this Annual  Report on Form
10-KSB:

     Exhibit Number                             Item
     --------------                             ----

          10.1      Option  Agreement  dated July 13, 2000  between The Internet
                    Advisory Corporation and Jeffrey Olweean

          10.2      Option  Agreement  dated July 13, 2000  between The Internet
                    Advisory Corporation and Nicole Leigh Van Coller

          10.3      Option  Agreement  dated July 13, 2000  between The Internet
                    Advisory Corporation and Donald Snyder

          10.4      Option Agreement dated November 1, 2000 between The Internet
                    Advisory Corporation and Jeffrey Olweean

          10.5      Option Agreement dated November 1, 2000 between The Internet
                    Advisory Corporation and Nicole Leigh Van Coller

          10.6      Option  Agreement  dated March 9, 2001  between The Internet
                    Advisory Corporation and Richard Goldring

          10.7      Option  Agreement  dated March 9, 2001  between The Internet
                    Advisory Corporation and John Nielson

          10.8      Promissory Note dated December 21, 2000 between The Internet
                    Advisory Corporation and Richard Goldring

          21        Subsidiaries - We presently have one subsidiary, Sunrise Web
                    Development, Inc., a Florida corporation


                                       36
<PAGE>

                                   SIGNATURES

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

Date:  April 12, 2001                         THE INTERNET ADVISORY CORPORATION

                                              By: /s/  Richard K. Goldring
                                                  ------------------------------
                                                  Richard K. Goldring
                                                  President and Director

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

              SIGNATURE                      TITLE                    DATE
---------------------------------  --------------------------     --------------

      /s/ Richard K. Goldring      President, Chief Executive     April 12, 2001
---------------------------------  Officer
          Richard K. Goldring

      /s/ Joseph A. Erickson       Treasurer, Chief Financial     April 12, 2001
---------------------------------  Officer
          Joseph A. Erickson

Board of Directors

      /s/ Richard K. Goldring      Director                       April 12, 2001
---------------------------------
          Richard K. Goldring

      /s/ Jeffrey Olweean          Director                       April 12, 2001
---------------------------------
          Jeffrey Olweean

      /s/ Joseph A. Erickson       Director                       April 12, 2001
---------------------------------
          Joseph A. Erickson

      /s/ John Neilson             Director                       April 12, 2001
---------------------------------
          John Neilson


                                       37
<PAGE>

                        THE INTERNET ADVISORY CORPORATION

                                  EXHIBIT INDEX
Exhibit
 Number      Item                                                           Page
 ------      ----                                                           ----

 10.1        Option Agreement dated July 13, 2000 between
             The Internet Advisory Corporation and Jeffrey Olweean           39

 10.2        Option Agreement dated July 13, 2000 between
             The Internet Advisory Corporation and Nicole Leigh Van Coller   41

 10.3        Option Agreement dated July 13, 2000 between
             The Internet Advisory Corporation and Donald Snyder             43

 10.4        Option Agreement dated November 1, 2000 between
             The Internet Advisory Corporation and Jeffrey Olweean           45

 10.5        Option Agreement dated November 1, 2000 between
              The Internet Advisory Corporation and Nicole Leigh Van Coller  47

 10.6        Option Agreement dated March 9, 2001 between
             The Internet Advisory Corporation and Richard Goldring          49

 10.7        Option Agreement dated March 9, 2001 between
             The Internet Advisory Corporation and John Nielson              51

 10.8        Promissory Note dated December 21, 2000 between
             The Internet Advisory Corporation and Richard Goldring          53

 21          Subsidiaries  - We  presently  have  one  subsidiary,
             Sunrise Web Development, Inc., a Florida corporation


                                       38