<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                  FORM 10-KSB
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
   EXCHANGE ACT OF 1934

  For the fiscal year ended: December 31, 1999

                       Commission File Number: 000-24199

                               ----------------

                              ABSOLUTEFUTURE.COM
                (Name of small business issuer in its charter)

<TABLE>
<S>                                            <C>
                   Nevada                                        88-0306099
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                      Identification Number)
</TABLE>

                        10900 NE 8th Street, Suite 1414
                              Bellevue, WA 98004
          (Address of principal executive offices including zip code)

                                (425) 462-6210
                          (Issuer's telephone number)

                               ----------------

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

                                     None

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

                         Common Stock $.001 Par Value
                                Title of Class

                               ----------------

  Check whether the issuer (1) has 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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. Yes [X] No [_]

  Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuers 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 the most recent fiscal year: $163,258.

  On April 10, 2000, the aggregate market value of the voting stock held by
non-affiliates of the issuer was approximately $30,396,395, computed by
reference to the price at which the stock was sold on such date.

  There were 21,318,000 shares of common stock $.001 par value outstanding as
of April 10, 2000.

  Transitional Small Business Format (check one): Yes [_] No [X]

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                               ABSOLUTEFUTURE.COM
                           FORM 10-KSB ANNUAL REPORT

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----


 <C>      <S>                                                              <C>
                                    PART I


 ITEM 1.  DESCRIPTION OF BUSINESS.......................................     3


 ITEM 2.  DESCRIPTION OF PROPERTY.......................................     6


 ITEM 3.  LEGAL PROCEEDINGS.............................................     6


 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........     6


                                    PART II


 ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......     7


 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS....................................     8


 ITEM 7.  FINANCIAL STATEMENTS..........................................    10


 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE.....................................    26


                                   PART III


 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS..    26


 ITEM 10. EXECUTIVE COMPENSATION........................................    27


 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT...................................................    29


 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................    30


 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..............................    31
</TABLE>
<PAGE>

                                    PART I

  This Form 10-KSB contains forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "could", "expects", "plans", "intends", "anticipates", "believes",
"estimates", "predicts", "potential" or "continue" or the negative of such
terms and other comparable terminology. Our forward-looking statements
include, without limitation, statements about our market opportunity, our
strategies, competition, expected activities and expenditures as we pursue our
business plan, and the adequacy of our available cash resources. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. The information set forth under the headings
"Description of Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations", identify important additional
factors that could materially adversely affect our actual results and
performance. All forward-looking statements attributable to us are expressly
qualified in their entirety by the foregoing cautionary statement. Moreover,
neither we nor anyone else assumes responsibility for the accuracy and
completeness of such statements. We undertake no obligation to publicly update
any forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.

ITEM 1. DESCRIPTION OF BUSINESS

Introduction

  AbsoluteFuture.com, (the "Company") through its wholly owned subsidiary
companies, Absolut Future Tech Inc. and Absolut Future Tech Inc (Canada),
(hereinafter collectively known as the "Company" or "AbsoluteFuture") is a
software developer and consultant to software developers, which specializes in
database applications, security, encryption and Internet communications.

  The Company's existing business is the provision of database consulting
services. However, the Company is currently focusing much of its effort on the
development of a new internet security product, SafeMessage. It also owns an
on-line recruiting service known as Internet Interview.

Corporate Background

  The Company was formed as Corporate Tours & Travel, Inc. (CTTI), a Nevada
corporation, on September 23, 1993. Absolut Future Tech Inc. (Tech) was formed
as a Nevada corporation on November 16, 1998 to engage in software development
and consulting.

  In May 1999, CTTI purchased all of the outstanding capital stock of Tech for
3,000,000 shares of common stock. Shortly afterwards, the officers and
directors of CTTI resigned and CTTI sold an additional 4,000,000 common shares
for $40,000 to a group substantially comprised of the former stockholders of
Tech. Upon completion of the purchase, CTTI was renamed AbsoluteFuture.com,
and representatives of Tech assumed the officer and directors positions of
AbsoluteFuture.com.

  The transaction was accounted for as a purchase of CTTI by Tech followed by
a recapitalization. CTTI had net liabilities of $4,060, consisting of accounts
payable at the time of the transaction. Because CTTI had no operations
historically and was a shell company, the purchase did not result in goodwill
and the assumption of liabilities resulted in a reduction of additional paid-
in capital.

  Tech had 10,000,000 common shares outstanding at the time of the purchase.
The common shares presented herein are those of CTTI, now renamed
AbsoluteFuture.com. Transactions involving the common stock of Tech prior to
the purchase have been restated to adjust the number of shares by a conversion
ratio of 3:10 in order to reflect the number of CTTI common shares received by
holders of Tech common shares resulting from the recapitalization.

  The operating results for CTTI have been included in the Company's
operations from the acquisition date.

                                       3
<PAGE>

SafeMessage

  The Company is currently devoting much effort to the development of
SafeMessage, a secure messaging system for the Internet. SafeMessage provides
a high-security, limited-persistence, guaranteed-status messaging service,
while at the same time it aims to provide the ease of use of email. The
service gives a high level of security, as all messages are encrypted with
Public-Key/Private-Key and/or one-time symmetric negotiated keys. Moreover, no
persistent copies of messages are left on servers and mail servers, and their
archiving systems are bypassed. The service also only sends the message when
the recipient is available to receive the message and gives delivery
notification. The service provides for automatic message expiration and all
messages auto-expire, auto-shred, and auto-delete.

  The SafeMessage service is being developed using technology developed by the
Company. The Company filed applications for provisional patents in connection
with the SafeMessage technology in March 2000.

  It is currently planned to have the service ready for a beta test in the
second quarter of 2000, with a full commercial launch in the third quarter.
However, until the product has been fully developed and tested, there is no
guarantee that it will work fully in the way that is anticipated, or that it
will be completed on the aforementioned time schedule.

  The Company is beginning to undertake marketing studies to test the market
for the SafeMessage service. However, this is at an early stage and there is
no guarantee that the SafeMessage will be accepted in the market nor that it
can be priced at a level that will provide a return on the Company's
investment in its development and launch.

Consulting Services

  During 1999, consulting services which were provided to Microsoft
Corporation generated substantially all of the Company's revenues. The Company
expects to increase its consulting revenues in 2000. However, the major
obstacle is being able to recruit software specialists of sufficient skill and
experience. The market for such skilled people is tight and they are highly
sought after by many companies, including the Company's competitors.

Internet Interview

  The Company acquired certain assets of Internet Interview on August 11, 1999
for a cash payment of $70,000. The assets included primarily a web page based
recruiting application with a database of over 100,000 records of high tech
personnel. Subsequent to the acquisition, the Company completely redesigned
the software of the Internet Interview system. Many other on-line recruiting
systems rely on a system of holding resumes as Word documents and the use of a
key word search approach. Internet Interview is based on the TechnoBio(TM)
system, an Internet-based interview of a person's skills and experience.
Searches for candidates are based on the TechnoBio(TM) data, resulting in a
rapid and accurate search process.

Patents, Proprietary Technology and Other Intellectual Property

  On March 10, 2000, the Company filed two provisional patent applications for
key technologies that will be deployed in the SafeMessage application. The
Company intends to apply for patent protection in the U.S. and overseas for
its other proprietary technologies, where feasible.

  The Company's success depends in large part upon its ability to protect its
technology under United States and international patent laws and other
intellectual property laws. U.S. patents have a term of 17 years from date of
issuance or, for more recently filed patent applications, 20 years from the
filing of such applications, and patents in most foreign countries have a term
of 20 years from the proprietary filing date of the patent application.

  The Company believes that it owns and has the right to use or license all
proprietary technology necessary to license and market its SafeMessage product
under development. The Company is not aware of the issuance of

                                       4
<PAGE>

any patents or the filing of any patent applications which relate to processes
or products which utilize the Company's proprietary technology in a manner
which could be similar to or competitive with the Company's products or
processes. The Company has no knowledge that it is infringing upon any
existing patent such that it would be prevented from marketing or licensing
products or services currently being developed by the Company.

 The Company may decide for business reasons to protect a patentable invention
as a trade secret. In such event or if patent protection is not available, the
Company must rely upon trade secrets, internal knowledge and continuing
technological innovation to develop and maintain its competitive position. The
Company's employees and consultants have access to the Company's proprietary
information and have signed confidentiality agreements.

Research and Development Spending

  During the year ended December 31, 1999 and the period from November 16,
1998 to December 31, 1998, the Company spent $52,561 and $0 respectively on
research and development activities. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

  In late 1999 the Company entered into an agreement with its Chief Technology
Officer, William Antony McNamara to purchase a technology he had developed
prior to joining the Company, known as "Local Hard Drive" or "LHD." LHD
consists of two main elements: the infrastructure and the end product. The
infrastructure provides modular implementation of inspecific processes, such
as variable encryption, compression, and transmission techniques, along with
powerful data-packaging facilities. The modularity allows for seamless
adaptation of new technologies and integration of older ones into packages
with a common (and therefore easy-to-program with) interface. The LHD product
uses this infrastructure to provide data-location independence regardless of
the transmission medium, creating a secure, high speed, automatically
synchronized virtual hard-disk across the internet.

  The LHD technology and infrastructure has been essential and highly
leveraged in the development of SafeMessage, and will be integral to future
products including the LHD product.

Marketing Strategy

  The Company intends to increase its marketing activities and each area of
its business will need extensive marketing effort in order to increase
revenues.

  SafeMessage will be marketed initially to corporate customers, particularly
those who handle client confidential information and those who operate from
several centers and require a secure method of communicating between the
centers. Financial, professional and medical organizations are likely to be
among the first targets. However, SafeMessage is still in the process of being
developed and no detailed marketing has yet been undertaken and no commitments
have yet been received for the product.

  The Company is working to market Internet Interview based on the new
TechnoBio(TM) system. Potential customers for Internet Interview are
principally recruitment companies. The service is currently offered at no
charge, however, the Company hopes to eventually have a subscription-based
service in place.

Competition

 Substantially all of the Company's competitors have, and potential future
competitors could have substantially greater technical, financial, marketing,
and other resources than the Company and have, or could have, greater name
recognition and market acceptance of their products and technologies. No
assurance can be given that the Company's competitors will not develop new
technologies or enhancements to existing services or introduce new services
that will offer superior price or performance features. In such case, the
Company may experience significant price competition, which could have a
material adverse effect on gross margins.

                                       5
<PAGE>

Employees

  The Company presently has ten employees in its Bellevue, Washington office,
of which three are software developers mainly working on the development of
SafeMessage, two are software developers working on third party contracts and
five are in management, marketing and administration. There are no employees
in the Vancouver, BC office.

  The business success of AbsoluteFuture.com is, and will continue to be,
highly dependent upon the skills of its software development team. A key
factor affecting the company's profitability and growth will be its ability to
recruit and retain skilled personnel.

Government Contracts and Regulations

  The Company is not involved in any Government contracts. The Company is
subject to Government regulations including federal, state, and local
governments and their agencies. The Company endeavors to ensure compliance
with all such laws.

ITEM 2. DESCRIPTION OF PROPERTY

  The Company's executive offices are located at 10900 NE 8th Street, Suite
1414, Bellevue, Washington 98004. The Company leases approximately 2,231 sq.
feet of office space at the address from a non-affiliate. The lease commenced
on January 1, 1999 and has a term of five years. The rental during 1999 was
$27.50 per square foot, giving a total rent in 1999 of $61,353. During 2000,
the rental is $28.50 per square foot. The Company is currently searching for
additional space to lease in the Bellevue, Washington area to support planned
expansion.

  The Company has an office in 885 West Georgia Street, Vancouver, British
Columbia, Canada. The office is rented on monthly basis at a rent of
approximately $1,200 per Month.

  The Company does not own any real estate.

  The Company does not invest in, nor does the Company intend in the future to
invest in real estate or interests in real estate, real estate mortgages or
securities of or interests in persons primarily engaged in real estate
activities.

ITEM 3. LEGAL PROCEEDINGS

  On November 30, 1999, the Company filed a lawsuit in the Superior Court of
Washington for King County against Sergei Sheinblum, and his wife alleging
breach of an agreement to assist in the development of the Company; conversion
and unjust enrichment arising out of personal use and/or retention of Company
property and funds; and misrepresentation and tortuous interference with a
business expectancy. Mr. Sheinblum's wife is a shareholder in the Company. The
lawsuit seeks damages in an amount to be proven at trial, but expected to
exceed $100,000, and injunctive relief prohibiting further conduct detrimental
to the Company. The lawsuit is currently pending.

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

  No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended December 31, 1999, either through
the solicitation of proxies or otherwise.

                                       6
<PAGE>

                                    PART II

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

  The Company's common stock has been traded on the NASD OTC Bulletin Board
market since it began public trading in July of 1999, under the symbol AFTI.
The following table sets forth the high and low bid prices for the Company's
common stock, by quarter.

<TABLE>
<CAPTION>
                                                                    High    Low
                             Quarter Ended                           Bid    Bid
                             -------------                         ------- -----
     <S>                                                           <C>     <C>
     September 30, 1999........................................... $10.625 $0.28
     December 31, 1999............................................ $  0.12 $0.39
     March 31, 2000............................................... $  6.00 $0.34
</TABLE>

  The above prices are believed to be representative interdealer quotations,
without retail markup, markdown or other fees or commissions, and may not
represent actual transactions.

  On April 10, 2000, the bid price of the Company's common stock was $1.9375
per share. On such date the Company had 70 holders of record of the Company's
common stock.

  The Company has not paid any dividends on its common stock and the Board of
Directors presently intends to continue a policy of retaining earnings, if any,
for use in the Company's operations and to finance expansion of its business.
The declaration and payment of dividends in the future, of which there can be
no assurance, will be determined by the Board of Directors in light of
conditions then existing, including earnings, financial condition, capital
requirements and other factors. There are no restrictions that currently
materially limit the Company's ability to pay dividends or which the Company
reasonably believes are likely to limit materially the future payment of
dividends on common stock.

Sales of Unregistered Securities

  Unregistered securities were sold within the last three fiscal years in the
following private transactions which were exempt from registration under the
Securities Act of 1933.

  In December 1998 and January 1999, Absolut Future Tech Inc. issued 10,000,000
shares of unregistered common stock to the 12 non-U.S. founders of the company.
No underwriter was involved and no commissions were paid. The securities were
exempt from registration under Regulation S of the Securities Act of 1933.

  On May 29, 1999, 4,000,000 shares of unregistered stock of the Company were
sold to 18 non-U.S. persons at $0.01 per share for a total cash consideration
of $40,000. No underwriter was involved and no commissions were paid. The
securities were exempt from registration under Regulation S of the Securities
Act of 1933.

  On June 10, 1999, the Company issued 3,000,000 shares of unregistered common
stock to the 12 non-U.S. shareholders of Absolut Future Tech Inc. in exchange
for 10,000,000 shares in Absolut Future Tech Inc., which was the entire issued
common stock of Absolut Future Tech Inc. No underwriter was involved and no
commissions were paid. The securities were exempt from registration under
Regulation S of the Securities Act of 1933.

  On December 29, 1999, the Company sold 2,200,000 shares of common stock in a
private transaction to Randolph Management Inc., an accredited U.S. investor,
for a cash consideration of $500,000. No underwriters were involved and no
commission was paid. The securities were exempt from registration under Section
4(2) of the Securities Act of 1933.

  In January 2000, the Company issued 2,288,000 shares of common stock to 8
non-U.S. holders of notes payable to the Company in consideration for canceling
the principal amounts of the notes which totaled

                                       7
<PAGE>

$520,000. No underwriters were involved and no commission was paid. The
securities were exempt from registration under Regulation S of the Securities
Act of 1933.

  In January 2000, the Company issued 1,250,000 shares of common stock to four
accredited U.S. investors in a private transaction for a cash consideration of
$500,000. No underwriters were involved and no commission was paid. The
securities were exempt from registration under Section 4(2) of the Securities
Act of 1933.

  On February 1, 2000, the Company issued 200,000 shares to William Antony
McNamara for the rights to the Local Hard Drive product. No underwriters were
involved and no commission was paid. The securities were exempt from
registration under Section 4(2) of the Securities Act of 1933 and applicable
state regulations.

  On February 1, 2000, the Company issued 100,000 shares to a recruiting firm
for services, 30,000 shares to a consultant for services and 50,000 shares to a
non-U.S. person for consulting services. No underwriters were involved and no
commission was paid. The securities were exempt from registration under Section
4(2) of the Securities Act of 1933.

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

General

  The Company is in its early stages of operations.

  The Company has a limited operating history and only had operating revenues
from its consulting business in 1999. It anticipates operating losses and
negative operating cash flow for fiscal 2000. The success of the operations
will depend on the growth and commercial acceptance of the Internet and e-
commerce, the viability of its unproven business model, relationships with
strategic partners and key vendors, and the availability of additional capital.
The business is subject to intense competition, rapid technological change,
government regulation and legal uncertainties associated with the Internet, e-
commerce, systems interruptions and security risks. Each section of the
"Description of Business", "Management's Discussion and Analysis of Financial
Condition and Results of Operations", and the other sections of this Form 10-
KSB, describe these and other risk factors in more detail.

Results of Operations

Year Ended December 31, 1999 and the period from November 16, 1998 to December
31, 1998

  The Company had minimal operations in the period from November 16, 1998 to
December 31, 1998 and activities for the year ended December 31, 1999
principally related to formation of the Company.

  Revenues for the year ended December 31, 1999 derived from consulting
services were $163,258, as compared to no revenues for the 1998 period. This
revenue increase reflects the fact that revenue-generating activities did not
commence until 1999.

  Cost of revenue consists of the direct salary and employee benefit costs
related to employees involved in revenue generating activities. Cost of revenue
was $142,171 for the year ended December 31, 1999. Revenue generating
activities did not commence until 1999.

  Total operating expenses for 1999 increased significantly over the period
ended December 31, 1998. Total operating expenses of $989,842 were incurred in
the year ended December 31, 1999 compared to total operating expenses of
$25,848 for the period ended December 31, 1998. This represents an increase in
operating expenses of $963,994. The increase in operating expenses for 1999 is
attributed mainly to increased expenditures associated with general and
administrative costs, which increased to $937,281 for the year ended December
31, 1999 from $25,848 for the period ended December 31, 1998 and reflects the
payment of salaries associated with

                                       8
<PAGE>

an increase in personnel. Research and development expenses in 1999 were
$52,561 and reflect the Company's emphasis on refining and expanding the
capability of the Company's technology.

  The Company incurred a net loss of $1,010,164 in 1999 compared to a net loss
of $28,711 in 1998 period.

  Management is currently putting much of the Company's efforts and resources
into the development and launch of SafeMessage. Much of the Company's future
prospects depend upon its successful development and it gaining market
acceptance. There is no guarantee or assurance that SafeMessage will be either
a technical or commercial success.

Liquidity and Capital Resources

  Net cash used in operating activities for 1999 was $599,573, representing
primarily increases in operating expenses compared to $24,857 for 1998. Net
cash used in investing activities rose to $209,851 for 1999 compared to $24,137
for 1998, an increase of $185,714. Investing activities in 1999 represented
primarily the purchases of property and equipment, technology and a short term
investment used to secure a standby letter of credit. Cash flows from financing
activities in 1999 and 1998 of $658,917 and $201,182, respectively, were
generated from borrowing from shareholders and sales of the Company's common
stock.

  The Company had a working capital deficiency of $422,128 at December 31,
1999. At December 31, 1999, the Company had cash and cash equivalents on hand
of $1,681 and other current assets of $17,053. Current liabilities at December
31, 1999 were $440,862.

  Subsequent to the 1999 year-end, the Company collected $500,000 on its stock
subscriptions receivable. In addition, it issued 1,250,000 shares of common
stock for $500,000, of which $200,000 in cash had been received by April 10,
2000, and issued 2,288,000 shares of common stock for the conversion of
$520,000 of debt which existed at December 31, 1999. No gain or loss resulted
from the conversion of debt into common stock as the conversion price
approximated fair market value on the commitment date. Accordingly, management
now believes that its liquidity and capital resources are adequate to conduct
its near-term planned operations, although further increases in capital will be
necessary to fund the proposed increase in activities. Potential sources of
liquidity include loans from existing stockholders and others, as well as
additional sales of stock.

  Using proceeds from the December 1999 and January 2000 stock sales, the
Company plans to further develop and begin the marketing of the SafeMessage
product. The Company is focused on the development and commercialization of
SafeMessage and related products, as well as the pursuit of corporate partners
and potential acquisition candidates. The primary future needs for capital are
for continued research, development and marketing of products and funding to
support strategic acquisitions. Working capital requirements may vary depending
upon numerous factors including the progress of research and development,
competitive and technological advances, market acceptance of the Company's
products and other factors. The Company anticipates operating with
approximately 20 employees by the end of 2000.

  Additional funds will be required to continue operations and, over the longer
term, substantial additional funds will be required to maintain and expand
research and development activities and to further commercialize, with or
without corporation partners, any of the Company's proposed products. In
addition, substantial funds may be required to support strategic acquisitions.
No assurance can be given that satisfactory funding can be arranged on a timely
basis to meet the future needs of the Company or that future revenues and
profits will be sufficient to reduce the Company's long-term funding
requirements.

Effect of new accounting pronouncements

  In December 1999, the United States Securities and Exchange Commission (SEC)
released Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in
Financial Statements, which must be adopted by the Company by June 30, 2000.
SAB No. 101 provides guidance on revenue recognition and the SEC staff's views
on the application of accounting principles to selected revenue recognition
issues. The Company does not expect that the adoption of SAB No. 101 will have
a material effect on its consolidated financial statements.

                                       9
<PAGE>

  In March 2000, the Financial Accounting Standards Board Issued Interpretation
No. 44 (FIN No. 44), Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25. FIN No. 44 will be
effective July 1, 2000. However, certain of the conclusions included in the
interpretation apply to events occurring after December 15, 1998 or January 12,
2000. The December 15, 1998 effective date applies prospectively after July 1,
2000 to the accounting treatment for modifications to the exercise prices of
stock option awards occurring after December 15, 1998 and for the definition of
an employee for purposes of determining eligibility to apply APB No. 25 and
related interpretations to accounting for stock option grants to such persons
where the grant occurred after December 15, 1998. The January 12, 2000
effective date applies prospectively after July 1, 2000 to certain fixed stock
award modifications to add a reload feature after January 12, 2000. Management
does not believe the adoption of FIN No. 44 will have a material impact on
Company's financial position or results of operations.

Subsequent events

  See notes 5(c) and 12 to the consolidated financial statements for a
discussion of subsequent events.

Contingencies and Commitments

  As of December 31, 1999 the Company did not have any material commitments for
capital expenditures.

ITEM 7. FINANCIAL STATEMENTS

                                       10
<PAGE>

                               ABSOLUTEFUTURE.COM
                                AND SUBSIDIARIES

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
     <S>                                                                    <C>
     Independent Auditors' Report..........................................  12

     Consolidated Balance Sheet............................................  13

     Consolidated Statements of Operations.................................  14

     Consolidated Statements of Stockholders' Deficit......................  15

     Consolidated Statements of Cash Flows.................................  16

     Notes to Consolidated Financial Statements............................  17
</TABLE>

                                       11
<PAGE>

                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
AbsoluteFuture.com:

  We have audited the accompanying consolidated balance sheet of
AbsoluteFuture.com and subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, stockholders' deficit and cash flows
for the year ended December 31, 1999 and the period from November 16, 1998
(inception) to December 31, 1998. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

  In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
AbsoluteFuture.com and subsidiaries as of December 31 1999, and the results of
their operations and their cash flows for the year ended December 31, 1999 and
the period from November 16, 1998 (inception) to December 31, 1998 in
conformity with generally accepted accounting principles.

  The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
note 10 to the consolidated financial statements, the Company has incurred net
losses since inception and has net capital and working capital deficiencies at
December 31, 1999 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 10. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

KPMG LLP
Seattle, Washington

April 7, 2000

                                      12
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               December 31, 1999

<TABLE>
<S>                                                                <C>
                              ASSETS

Current assets:
  Cash............................................................ $     1,681
  Prepaid expenses................................................      17,053
                                                                   -----------
      Total current assets........................................      18,734

Property and equipment, net.......................................      63,261
Intangible assets, net of accumulated amortization of $10,834.....     117,166
Restricted cash...................................................      70,277
Deposits..........................................................       7,906
                                                                   -----------
      Total assets................................................ $   277,344
                                                                   ===========

              LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
  Bank overdraft.................................................. $    28,784
  Accounts payable................................................      87,540
  Accrued employee benefit costs..................................      11,183
  Accrued interest................................................      42,040
  Current portion of note payable.................................      45,000
  Loans payable to stockholders...................................     226,315
                                                                   -----------
      Total current liabilities...................................     440,862
                                                                   -----------

Notes payable to stockholders.....................................     350,000
Note payable, less current portion................................     170,000
Other long-term obligation........................................      63,000

Commitments, contingency and subsequent events

Stockholders' deficit:
  Preferred stock, $0.001 par value. Authorized 10,000,000 shares;
   issued and outstanding no shares...............................         --
  Common stock $0.001 par value. Authorized 50,000,000 shares;
   issued and outstanding 14,400,000 shares.......................      14,400
  Additional paid-in capital......................................     788,913
  Stock subscriptions receivable..................................    (501,000)
  Deferred stock compensation.....................................      (7,964)
  Accumulated deficit.............................................  (1,038,875)
  Accumulated other comprehensive loss............................      (1,992)
                                                                   -----------
      Total stockholders' deficit.................................    (746,518)
                                                                   -----------
      Total liabilities and stockholders' deficit................. $   277,344
                                                                   ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       13
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                        Year ended December 31, 1999 and
         period from November 16, 1998 (inception) to December 31, 1998

<TABLE>
<CAPTION>
                                                                 Period from
                                                    Year ended  November 16 to
                                                   December 31,  December 31,
                                                       1999          1998
                                                   ------------ --------------
   <S>                                             <C>          <C>
   Revenue........................................  $  163,258          --
   Costs of revenue...............................     142,171          --
                                                    ----------    ---------
     Gross profit.................................      21,087          --
   General, administrative and business
    development expenses..........................     937,281       25,848
   Research and development.......................      52,561          --
                                                    ----------    ---------
     Loss from operations.........................     968,755       25,848
   Interest expense, net of interest income of
    $3,141 in 1999 and $137 in 1998...............      41,409        2,863
                                                    ----------    ---------
     Net loss.....................................  $1,010,164       28,711
                                                    ==========    =========
   Basic and diluted net loss per share...........  $     0.13         0.02
   Weighted average shares used to compute basic
    and diluted net loss per share................   7,786,222    1,554,000
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       14
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                       Year ended December 31, 1999 and
        period from November 16, 1998 (inception) to December 31, 1998

<TABLE>
<CAPTION>
                            Common stock                                                        Accumulated
                         ------------------ Additional     Stock       Deferred                    other         Total
                         Number of           paid-in   subscriptions    stock     Accumulated  comprehensive stockholders'
                           shares   Amount   capital    receivable   compensation   deficit        loss         deficit
                         ---------- ------- ---------- ------------- ------------ -----------  ------------- -------------
<S>                      <C>        <C>     <C>        <C>           <C>          <C>          <C>           <C>
Sale of common stock at
inception..............         225 $   --     1,000       (1,000)         --            --          --              --
Common stock issued in
connection with notes
payable................     700,388     700      460          --           --            --          --            1,160
Issuance of common
stock for services.....   2,209,387   2,210      901          --           --            --          --            3,111
Net loss...............         --      --       --           --           --        (28,711)        --          (28,711)
                         ---------- -------  -------     --------       ------    ----------      ------      ----------
Balances at December
31, 1998...............   2,910,000   2,910    2,361       (1,000)         --        (28,711)        --          (24,440)
Sales of common stock..   6,200,000   6,200  533,800     (500,000)         --            --          --           40,000
Issuance of stock
options................         --      --     9,102          --        (9,102)          --          --              --
Amortization of
deferred compensation..         --      --       --           --         1,138           --          --            1,138
Issuance of common
stock in connection
with notes payable.....      90,000      90    2,910          --           --            --          --            3,000
Acquisition of
Corporate Tours and
Travel, Inc............   4,100,000   4,100   (8,160)         --           --            --          --           (4,060)
Issuance of common
stock for services.....   1,100,000   1,100  248,900          --           --            --          --          250,000
Comprehensive loss:
 Net loss..............         --      --       --           --           --     (1,010,164)        --       (1,010,164)
 Foreign currency
 translation
 adjustment............         --      --       --           --           --            --       (1,992)         (1,992)
 Total comprehensive
 loss..................         --      --       --           --           --     (1,010,164)     (1,992)     (1,012,156)
                         ---------- -------  -------     --------       ------    ----------      ------      ----------
Balances at December
31, 1999...............  14,400,000 $14,400  788,913     (501,000)      (7,964)   (1,038,875)     (1,992)       (746,518)
                         ========== =======  =======     ========       ======    ==========      ======      ==========
</TABLE>


         See accompanying notes to consolidated financial statements.

                                       15
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                        Year ended December 31, 1999 and
         period from November 16, 1998 (inception) to December 31, 1998

<TABLE>
<CAPTION>
                                                                  Period from
                                                                 November 16 to
                                                                  December 31,
                                                       1999           1998
                                                    -----------  --------------
<S>                                                 <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss......................................... $(1,010,164)    $(28,711)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization...................      35,597          789
   Common stock issued for services................     250,000          --
   Amortization of deferred compensation and
    discount on notes payable to stockholders......       5,208        3,201
   Changes in certain assets and liabilities:
     Prepaid expenses and other current assets.....     (13,917)      (3,136)
     Accounts payable..............................      83,480          --
     Accrued employee benefit costs................      11,183          --
     Accrued interest..............................      39,040        3,000
                                                    -----------     --------
       Net cash used in operating activities.......    (599,573)     (24,857)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment..............     (70,532)     (18,281)
  Acquisition of intangible asset..................     (65,000)         --
  Purchase of short-term investment, representing
   restricted cash.................................     (70,277)
  Other............................................      (4,042)      (5,856)
                                                    -----------     --------
       Net cash used in investing activities.......    (209,851)     (24,137)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Bank overdraft...................................      28,784          --
  Proceeds from notes payable and notes payable to
   stockholders....................................     590,133      201,182
  Sales of common stock............................      40,000          --
                                                    -----------     --------
       Net cash provided by financing activities...     658,917      201,182
                                                    -----------     --------
       Increase (decrease) in cash.................    (150,507)     152,188

Cash at beginning of period........................     152,188          --
                                                    -----------     --------
Cash at end of period.............................. $     1,681     $152,188
                                                    ===========     ========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for interest......... $     1,440     $    --
                                                    ===========     ========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
 FINANCING ACTIVITIES:
  Common stock subscriptions receivable............ $   500,000     $  1,000
  Net liabilities assumed in acquisition of
   Corporate Tours and Travel, Inc.................       4,060          --
  Common stock issued in connection with issuance
   of notes payable................................       3,000        1,160
  Acquisition of technology........................      63,000          --
                                                    ===========     ========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       16
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 1999 and 1998

(1) Description of Business and Summary of Significant Accounting Policies

 (a) Description of Business

  AbsoluteFuture.com is the surviving corporation resulting from the May 1999
merger of Corporate Tours & Travel, Inc. (CTTI) and Absolut Future Tech, Inc.
(Tech). For financial reporting purposes, the merger was treated as a
recapitalization of Tech, with Tech as the acquiror of CTTI. The historical
financial statements of AbsoluteFuture.com are those of Tech.

  AbsoluteFuture.com and subsidiaries (Company) is an information technology
service provider that has developed core competencies in complex
Internet/intranet solutions. The Company's area of expertise is primarily e-
commerce. The Company's services are generally performed on a contract basis
to organizations with complex information technology operations. The Company
was incorporated in November 1998 and has offices in Bellevue, Washington and
Vancouver, British Columbia. The Company left the development stage in 1999.

 (b) Basis of Presentation

  The consolidated financial statements include the accounts of
AbsoluteFuture.Com and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

 (c) Revenue Recognition

  The Company primarily delivers services under time-and-materials contracts.
Revenues earned under time-and-materials contracts are generally recognized as
services are provided. Revenues earned in excess of billings represent revenue
recognized in advance of amounts billed and are included in accounts
receivable. Billings in excess of revenues earned are classified as deferred
revenues.

 (d) Restricted Cash

  Cash of $70,277 is restricted as to withdrawal at December 31, 1999 and
secures a standby letter of credit which guarantees the Company's obligation
for its leased office facility.

 (e) Foreign Currency Translation

  Assets and liabilities of the Company's Canadian subsidiary are translated
to U.S. dollars at year-end rates of exchange, and revenues and expenses are
translated using weighted average rates. Gains and losses from foreign
currency translation are included as a component of other comprehensive loss.
Foreign currency transaction gains and losses are included as a component of
other income and expense.

 (f) Property and Equipment

  Property and equipment are stated at cost. Depreciation and amortization on
property and equipment are calculated using the straight-line method over
their estimated useful lives of three to seven years. Maintenance and repairs
are charged to operating expense as incurred. Leasehold improvements are
amortized over the lesser of the lease term or their estimated useful lives.

 (g) Intangible Assets

  Intangible assets consist primarily of an acquired Internet web site and
acquired technology. These intangible assets are amortized using the straight-
line method over three years.

                                      17
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


 (h) Impairment of Long-Lived Assets

  The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered impaired,
the impairment to be recognized is measured as the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to
be disposed of are reported at the lower of their carrying amount or fair
value less costs to sell.

 (i) Income taxes

  Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to tax loss carryforwards and differences between
the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those carryforwards and temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes the
enactment date. A valuation allowance is established when necessary to reduce
deferred tax assets to the amount expected to be realized.

 (j) Stock Based Compensation

  The Company has elected to follow the measurement principles of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations in accounting for its employee stock options rather
than the alternative fair value accounting provided for by Statements of
Financial Accounting Standards No. 123 (SFAS No. 123), Accounting for Stock
Based Compensation. Compensation cost for stock options issued to employees is
measured as the excess, if any, of the fair market price of the Company's
stock at the date of grant over the amount an employee must pay to acquire the
stock. Pro forma results are presented as if compensation cost for stock
options issued to employees had been determined pursuant to SFAS No. 123.

 (k) Use of Estimates

  The preparation of financial statements in conformity with generally
accepted accounting principles 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.

 (l) Net Loss Per Share

  Net loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding during the period. As the Company had a
net loss for the periods presented, basic and diluted net loss per share are
the same for these periods.

  The computation of diluted net loss per share excludes options to acquire
220,000 shares of common stock at a weighted average exercise price of $0.60
per share for 1999 because their effect would be antidilutive. In addition,
200,000 shares of common stock have been excluded from the calculation, which
were issued in January 2000 to settle a liability of $63,000 included in other
long-term obligations at December 31, 1999 for the acquisition of technology
in November 1999.

                                      18
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


 (m) Concentrations of Risk and Financial Instruments

  Credit is extended based on an evaluation of a customer's financial
condition, and collateral is generally not required. The Company derived all
of its revenue in 1999 from consulting services provided to one customer in
the United States.

  The Company's financial instruments consist of cash, accounts payable,
accrued liabilities and loans and notes payable to stockholders. The fair
value of these instruments, with the exception of non-interest bearing loans
and notes payable for which it is not practicable to estimate fair value,
approximates their financial statement carrying amounts due to their short
maturities.

 (n) Segment Information

  Revenues consist entirely of fees for consulting services. The Company
organizes its information by management responsibility for client projects.
The Company operates in a single business segment providing e-business
services to customers in the United States and Canada. No revenues were
derived from assets and technology acquired in 1999.

 (o) Comprehensive Loss

  Comprehensive loss consists of net loss and other gains or losses affecting
stockholders' equity that, under generally accepted accounting principles, are
excluded from results of operations. For the Company, this consists of foreign
currency translation losses. The tax effect on foreign currency translation
losses was not significant.

 (p) Advertising Expenses

  The Company expenses the cost of advertising and promoting its services as
incurred. Such costs are included in general, administrative and business
development expenses and totaled $36,622 in 1999 and $0 during the period from
November 16, 1998 to December 31, 1998.

 (q) New Accounting Pronouncements

  In March 1998, the AICPA issued SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. SOP 98-1 requires
the capitalization of certain costs incurred in connection with developing or
obtaining software for internal use. The Company adopted SOP 98-1 on January
1, 1999. There was no material impact on the consolidated financial statements
as a result of adoption of SOP 98-1.

  In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
establishes a new model for accounting for derivatives and hedging activities
and supersedes and amends existing accounting standards and is effective for
fiscal years beginning after June 15, 2000. SFAS No. 133 requires that all
derivatives be recognized in the balance sheet at their fair market value, and
the corresponding derivative gains or losses be either reported in the
statement of operations or as a component of other comprehensive income
depending on the type of hedge relationship that exists with respect to such
derivative. The Company does not expect the adoption of SFAS No. 133 to have a
material impact on its consolidated financial statements.

  In December 1999, the United States Securities and Exchange Commission (SEC)
released Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in
Financial Statements, which must be adopted by the Company by June 30, 2000.
SAB No. 101 provides guidance on revenue recognition and the SEC staff's views
on the application of accounting principles to selected revenue recognition
issues. The Company does not expect that the adoption of SAB No. 101 will have
a material effect on its consolidated financial statements.

                                      19
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


  In March 2000, the Financial Accounting Standards Board Issued
Interpretation No. 44 (FIN No. 44), Accounting for Certain Transactions
Involving Stock Compensations, an interpretation of APB Opinion No. 25. FIN
No. 44 will be effective July 1, 2000. However, certain of the conclusions
included in the interpretation apply to events occurring after December 15,
1998 or January 12, 2000. The December 15, 1998 effective date applies
prospectively after July 1, 2000 to the accounting treatment for modifications
to the exercise prices of stock option awards occurring after December 15,
1998 and for the definition of an employee for purposes of determining
eligibility to apply APB No. 25 and related interpretations to accounting for
stock option grants to such persons where the grant occurred after December
15, 1998. The January 12, 2000 effective date applies prospectively after July
1, 2000 to certain fixed stock award modifications to add a reload feature
after January 12, 2000. Management does not believe the adoption of FIN No. 44
will have a material impact on Company's financial position or results of
operations.

(2) Property and Equipment

  Property and equipment consist of the following at December 31, 1999:

<TABLE>
<CAPTION>
                                                                   1999    1998
                                                                  ------- ------
     <S>                                                          <C>     <C>
     Computer equipment and software............................. $77,932 18,281
     Furniture, fixtures and equipment...........................   6,887    --
     Leasehold improvements......................................   3,005    --
                                                                  ------- ------
                                                                   87,824 18,281
     Less accumulated depreciation and amortization..............  24,563    789
                                                                  ------- ------
                                                                  $63,261 17,492
                                                                  ======= ======
</TABLE>

(3) Recapitalization, and Acquisition of Assets and Technology

 (a) Recapitalization of Absolut Future Tech, Inc.

  In May 1999, CTTI purchased all of the outstanding capital stock of Tech for
3,000,000 shares of common stock. Shortly afterwards, the officers and
directors of CTTI resigned and CTTI sold an additional 4,000,000 common shares
for $40,000 to a group substantially comprised of the former stockholders of
Tech. Upon completion of the purchase, CTTI was renamed AbsoluteFuture.com,
and representatives of Tech assumed the officer and directors positions of
AbsoluteFuture.com.

  The transaction was accounted for as a purchase, and was treated as a
recapitalization of Tech, with Tech as the acquiror of CTTI. CTTI had net
liabilities of $4,060, consisting of accounts payable at the time of the
transaction. Because CTTI had no operations historically and was a shell
company, the purchase did not result in goodwill and the assumption of
liabilities resulted in a reduction of additional paid-in capital.

  Tech had 10,000,000 common shares outstanding at the time of the purchase.
The common shares presented herein are those of CTTI and AbsoluteFuture.com.
Transactions involving the common stock of Tech prior to the purchase have
been restated to adjust the number of shares by a conversion ratio of 3:10 in
order to reflect the number of CTTI common shares received by holders of Tech
common shares resulting from the recapitalization.

  The operating results for CTTI have been included in the Company's
operations from the acquisition date.

                                      20
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


  The following table presents pro forma results of operations as if the
acquisition had occurred at the beginning of each of the periods presented.
The pro forma information is not necessarily indicative of the combined
results that would have occurred had the acquisitions taken place on November
16, 1998, nor is it necessarily indicative of results that may occur in the
future.

<TABLE>
<CAPTION>
                                                Period from
                                 Year Ended  November 16, 1998
                                    1999    to December 31, 1998
                                 ---------- --------------------
         <S>                     <C>        <C>
         Revenue................ $  163,258           --
         Net loss...............  1,010,164        31,871
         Net loss per share--
          basic and diluted.....        .11           .01
</TABLE>

 (b) Internet Interview, Inc.

  In August 1999, the Company purchased certain net assets from Internet
Interview, Inc. for cash of $70,000. Prior to the purchase, Internet
Interview, Inc. operated an Internet web site which assembled resume
information for individuals seeking employment opportunities. Revenues from
the web site were derived through subscription agreements with customers. Upon
completion of the purchase, the revenue generating activities were curtailed,
the web site was redesigned and refocused on the technology job market and the
service was offered at no charge. In the event revenues derived from the
Internet Interview web site reached certain levels from November 1999 to
January 2000, the sellers were entitled to receive additional consideration.
These levels were not met. Additionally, a services agreement was reached with
a former employee of Internet Interview, Inc. which runs through June 2000 and
provides compensation based upon the attainment of certain revenue goals.
Through December 31, 1999, no payments had been made under this agreement. An
intangible asset of $65,000 representing the fair value of the Internet web
site was recorded in connection with the acquisition.

 (c) Acquisition of Technology

  In November 1999, the Company entered into an employment agreement
(Agreement) under which the employee conveyed to the Company all of the right,
title and interest to computer software and programs known as the Local Hard
Drive product. Under the Agreement, the Company will issue the employee
200,000 shares of common stock. In addition, the employee will receive a
royalty of 12.5% of any revenues generated from sales of Local Hard Drive
product or derivatives from it. On January 13, 2000, the Agreement was
extended to confirm that the Company's SafeMessage technology was a derivative
of the Local Hard Drive product and sales of SafeMessage would be subject to
the royalty set out in the Agreement. As a result of the transaction, the
Company recorded acquired technology of $63,000, which has not been amortized
at December 31, 1999 as related products have not yet been released. Included
in other long-term obligations is $63,000 at December 31, 1999, representing
the obligation for the issuance of common stock to be settled in 2000.

(4) Income Taxes

  The income tax benefit differs from the "expected" income tax benefit
(computed by applying the U.S. federal income tax rate of 34% to pretax
losses) primarily due to the increase in the valuation allowance for deferred
tax assets.

                                      21
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


  Significant components of deferred tax assets at December 31, 1999 are as
follows:

<TABLE>
         <S>                                                            <C>
         Deferred tax assets:
           Amortization of intangibles................................. $ 1,600
           Accrued employee benefits...................................   1,830
           Net operating loss carryforwards............................ 349,788
                                                                        -------
               Total deferred tax assets............................... 353,218
         Less valuation allowance...................................... 353,218
                                                                        -------
               Net deferred tax assets................................. $   --
                                                                        =======
</TABLE>

  The valuation allowance for deferred tax assets increased by $343,456 in
1999 and $9,762 for the period from November 16, 1998 to December 31, 1998.

  At December 31, 1999, the Company had net operating loss carryforwards of
approximately $1,029,000 expiring through 2014 that are primarily available to
offset future taxable income.

(5) Stockholders' Equity

 (a) Stock Option and Stock Incentive Compensation Plan

  The Company has granted options under its 1999 Stock Option and Stock
Incentive Compensation Plan (Plan). Stock options generally vest over two to
four years and have a ten-year life. During 1999, substantially all of the
stock options were granted with an exercise price approximating estimated fair
value. Under the Plan, 1,000,000 shares of common stock are reserved for the
issuance of options.

  A summary of the Company's stock option activity is as follows:

<TABLE>
<CAPTION>
                                                        Outstanding Options
                                                     ---------------------------
                                                                        Weighted
                                                      Shares    Number  average
                                                     available    of    exercise
                                                     for grant  shares   price
                                                     ---------  ------- --------
       <S>                                           <C>        <C>     <C>
       Balances at December 31, 1998................       --       --   $ --
       Adoption of Plan............................. 1,000,000
       Options granted..............................  (220,000) 220,000   0.60
                                                     ---------  -------  -----
       Balances at December 31, 1999................   780,000  220,000  $0.60
                                                     =========  =======  =====
</TABLE>

  The following table summarizes information concerning outstanding and
exercisable options at December 31, 1999:

<TABLE>
<CAPTION>
                   Options Outstanding                   Options Exercisable
           -----------------------------------------    --------------------------
                                         Weighted
                                          average                       Weighted
                                         remaining                      average
           Exercise       Number        contractual       Number        exercise
            price       outstanding        life         exercisable      price
           --------     -----------     -----------     -----------     --------
           <S>          <C>             <C>             <C>             <C>
           $0.60          220,000       9.75 years        20,000         $0.60
</TABLE>

  The weighted-average fair value of options granted in 1999 using the Black-
Scholes model with an average life of five years, expected volatility of 78%,
zero dividend yield and a risk-free interest rate of 5.25% was $0.44 per
option.

                                      22
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


  Outstanding options include options to purchase 30,000 shares of common
stock awarded to consultants in 1999. The Company recognizes compensation
expense associated with these options over their vesting periods based upon
their fair value at the measurement date determined using the Black-Scholes
model. For 1999, expense was determined using the same assumptions as were
used to determine the weighted-average fair value of all options granted.

  In accordance with the disclosure requirements of SFAS No. 123, if the
Company had elected to recognize compensation cost based on the fair value of
options granted at grant date as prescribed, net loss and net loss per share
would have been increased to the pro forma amounts indicated in the table
below:

<TABLE>
<CAPTION>
                                                       Year ended
                                                      December 31,
                                                          1999
                                                      ------------
         <S>                                          <C>
         Net loss:
           As reported...............................  $1,010,164
           Pro forma.................................   1,015,685


         Basic and diluted loss per share:
           As reported...............................  $     0.13
           Pro Forma.................................        0.13
</TABLE>

 (b) Common Stock Issued to Consultants

  In December 1999, the Company issued 1,100,000 shares of its common stock to
a consulting firm under a 12-month agreement ending in December 2000 whereby
the consulting firm will assist the Company in various areas, including, but
not limited to, finding funding, strategic alliances or other sources of
business, participation in strategic planning and other corporate activities.
The Company recognized expense of $250,000 under this agreement in 1999,
representing the fair value of the common stock on the commitment date as the
shares were fully earned and vested upon issuance. In addition, under the
agreement, the Company is to pay the consulting firm monthly consideration of
$7,500 payable in cash and the Company's common stock.

 (c) Sale of Common Stock

  In December 1999, the Company sold 2,200,000 shares of common stock for
$500,000. None of the proceeds had been received at December 31, 1999. During
2000, the Company collected the stock subscription receivable.

(6) Notes Payable

 (a) Payables to Stockholders

  Notes payable to stockholders of $350,000 at December 31, 1999 bear interest
at 12% per annum, payable semiannually, with the final payment of interest and
principal due December 31, 1999. In connection with the issuance of notes
payable to stockholders, 90,000 shares of common stock were issued in 1999 and
700,388 shares were issued during the period from November 16, 1998 to
December 31, 1998 resulting in discounts on the notes of $3,000 and $1,160,
respectively at the time of issuance to be recognized as additional interest
expense over the term the notes are outstanding. Interest expense related to
these notes was $41,409 in 1999 and $2,863 during the period from November 16,
1998 to December 31, 1998. Accrued interest on the notes was $42,040 at
December 31, 1999. Notes payable to stockholders of $350,000 are classified as
long-term at December 31, 1999 as they were converted into 1,540,000 shares of
common stock in 2000.

  Loans payable to stockholders are non-interest bearing and have no stated
maturity dates.

                                      23
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


 (b) Note Payable

  The note payable is non-interest bearing and has no stated maturity date. Of
the balance at December 31, 1999, $170,000 was classified as long-term as the
amount was converted to 748,000 shares of common stock in 2000.

(7) Lease Obligations

  At December 31, 1999, the Company is obligated under operating lease
agreements expiring through 2003, for equipment and office space. Future
minimum annual payments are:

<TABLE>
           <S>                                      <C>
           Year ending December 31:
             2000.................................. $ 78,252
             2001..................................   65,820
             2002..................................   68,040
             2003..................................   70,272
                                                    --------
                                                    $282,384
                                                    ========
</TABLE>

  Rent expense was $64,056 for 1999 and $5,113 for the period from November
16, 1998 to December 31, 1998.

(8) Business Segment and Geographic Information

  Revenue consists entirely of fees received for consulting services. The
Company organizes its information by management responsibility for client
projects. The Company operates in one business segment, providing e-business
services.

  The following geographic information for 1999 includes revenue based on
location of services performed, and property and equipment based on physical
location:

<TABLE>
         <S>                                              <C>
         Revenue:
           United States................................. $163,258
           Canada........................................      --
                                                          --------
                                                          $163,258
                                                          ========
         Property and equipment, net:
           United States................................. $ 62,810
           Canada........................................      451
                                                          --------
                                                          $ 63,261
                                                          ========
</TABLE>

  The Company did not have operations outside the United States prior to 1999.

(9) Lawsuit

  In November 1999, the Company filed a lawsuit against a former consultant to
the Company and his wife alleging breach of agreement, misuse of Company funds
and interference with the Company's business. Recoveries, if any, will be
recorded when received.

                                      24
<PAGE>

                      ABSOLUTEFUTURE.COM AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          December 31, 1999 and 1998


(10) Liquidity

  The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern.

  The Company has incurred cumulative losses of $1,038,875 through December
31, 1999 and had a working capital deficit of $422,128 as of December 31,
1999. Management recognizes that in order to meet the Company's capital
requirements, additional financing, in addition to that raised subsequent to
December 31, 1999 as disclosed in note 11, will be necessary. The Company is
evaluating alternative sources of equity financing to improve its cash
position and is undertaking efforts to raise capital.

(11) Related Party Transactions

  The Company's Chief Executive Officer received no cash compensation for
services rendered during the period from November 16, 1998 to December 31,
1999.

(12) Subsequent Events

 (a) Sale of Common Stock and Common Stock Purchase Warrants

  In January 2000, the Company sold 1,250,000 shares of its common stock for
$500,000. In connection with this transaction, warrants to purchase 1,250,000
shares of the Company's common stock with an exercise price of $0.45 per share
were issued. The warrants have a two-year term, expiring in January 2002.

 (b) Issuance of Common Stock for Services

  In January 2000, the Company issued 3,000,000 shares of its common stock
with a fair value of $2,220,000 in connection with consulting arrangements
which begin in 2000.

                                      25
<PAGE>

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

  On February 21, 2000, Barry L Friedman PC resigned as the Company's auditor
at the request of the Board of Directors. During the two previous fiscal
years, the auditor expressed no adverse opinion, nor was any audit qualified
or modified. There were no disagreements of any kind between the Company and
Barry L Friedman PC. The Board of Directors decided that it wanted to use a
major accounting firm to perform its audit and therefore asked Barry L
Friedman to resign.

  On February 21, 2000, the Company engaged KPMG LLP ("KPMG") as its
certifying accountant. Management has not previously consulted with KPMG on
any accounting or financial reporting matters.

  Other than the disclosures above, there are no other matters required
pursuant to Form 8-K, or Item 304 of Regulation S-K, to be disclosed herein.
                                   PART III

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

Directors and Executive Officers of the Company

  Certain information regarding the directors and executive officers of the
Company follows:

<TABLE>
<CAPTION>
                                                                             Officer or Director
Name                     Age           Position Held with Company             of Company Since
----                     ---           --------------------------            -------------------
<S>                      <C> <C>                                             <C>
Graham Andrews, M.A.
 Ph.D...................  45 Chief Executive Officer, President and Director        1998
Michael Foley...........  45 Director and Secretary                                 1999
Alina Nikolaeva.........  33 Director                                               1998
Patrick F. Charles......  58 Director                                               1999
William Antony
 McNamara...............  35 Chief Technology Officer                               1999
Brian P. Abeel..........  41 Chief Financial Officer                                2000
</TABLE>

  Graham Andrews, M.A. Ph.D. Mr. Andrews has been president and chief
executive officer of the Company since December 9, 1998. During the past five
years, Mr. Andrews has served as a director of Butte Mining plc (London Stock
Exchange) and Gem River Corporation (Alberta Stock Exchange). He holds a first
class honors degree in mathematics from Oxford University and a Ph.D. in
mathematics from Heriot-Watt University in Edinburgh. He has held various
senior corporate finance positions, including British Petroleum plc (now BP-
Amoco), Chase Investment Bank (part of the Chase Manhattan Bank), NatWest Bank
and W I Carr Limited (part of the Banque Indosuez Group). He is also president
and a director of Consolidated Fortress Resources Inc., which is quoted on the
Canadian Venture Exchange, Chairman of the Board of York Energy, Ltd, which is
quoted on the OFEX Trading Facility in London and as a director of Vantex Oil,
Gas and Minerals, Ltd (Montreal Stock Exchange).

  Michael Foley. Mr. Foley became a director and secretary of the Company in
June 1999. From 1994 to September 1999, he was a director of Westward
Exploration, Ltd., which is quoted on the Canadian Venture Exchange. He has
been a director of Winfield Resources Limited, which is to be quoted on the
Canadian Venture Exchange since its formation in 1998. Mr. Foley is the
President of Chase Development Corporation, a private investment Company where
he has served over five years.

  Alina Nikolaeva. Ms. Nikolaeva has been a director of the company since
December 9, 1998. Ms. Nikolaeva has a Masters degree from the Academy of
Chemistry in Moscow. She subsequently moved to Vancouver, BC and has just
completed two year's of a law degree at the University of British Columbia.

  Patrick F Charles. Mr. Charles was formerly a partner and national director
of legislative consulting services for Coopers and Lybrand and a former
executive vice president of Olivier Management Corporation, a NASDAQ listed
merchant banking company. He is currently a director of Saratoga International
Holdings Corp.

                                      26
<PAGE>

  William Antony McNamara. Mr. McNamara became Chief Technology Officer of the
Company in November 1999. He has over 15 years of programming and development
experience. He has won numerous awards for software development work,
including Editor's Choice awards from PC World and PC Magazine. He has held
senior positions as a development manager and software engineer with such
companies as Peter Norton Computing (Symantec)(1989 to 1995), Intersolv (1995
to 1996), SCS/Compute (1996 to 1997), RealNetworks (1997) and Phycom (1997 to
1999).

  Brian P. Abeel. Mr. Abeel joined the Company in April 2000 as a consultant
acting in the capacity as Chief Financial Officer. Immediately prior to
joining the Company, he was Executive Vice President and Chief Financial
Officer and a member of the Board of Directors of Laser Technology, Inc., a
manufacturer of laser-based speed and distance measuring devices based in
Englewood, Colorado since November 1999. Laser Technology's stock is traded on
the American Stock Exchange. From 1989 through 1999 Mr. Abeel was employed by
Spectra Lux Corporation, a manufacturer of edge-lighted displays for
commercial and military aircraft applications where he was most recently Co-
President. Mr. Abeel holds a B.A. degree in business administration from the
University of Washington and in 1984 passed the CPA exam.

  There are no family relationships among the executive officers. There are no
arrangements or understandings between any officers and any other person
pursuant to which that officer was selected.

Compliance With Section 16(a) of the Exchange Act

  Due to an oversight, the following individuals did not file on a timely
basis Forms 3, 4 or 5 reporting changes in beneficial ownership: Graham
Andrews, Patrick Charles, Michael Foley, Alina Nikolaeva and William Antony
McNamara. Also, Randolph Management, a 10 percent shareholder, did not file
Form 5 on its due date. The aforementioned reports will be filed promptly
after filing of this Form 10-KSB.

Schedule of non-compliance with section 16(a) of the Exchange Act

<TABLE>
<CAPTION>
                                                                     Number of
                                                        Number of   Transactions
                           Name                        Late Reports Not Reported
                           ----                        ------------ ------------
     <S>                                               <C>          <C>
     Graham Andrews...................................       3            4
     Patrick Charles..................................       2            3
     Alina Nikolaeva..................................       2            2
     William Antony McNamara..........................       4            5
     Michael Foley....................................       2            2
     Randolph Management, Inc.........................       2            1
</TABLE>

ITEM 10. EXECUTIVE COMPENSATION

Employment Contracts

  On November 26, 1999, the Company entered into an employment agreement and a
confidentiality, non-disclosure, invention assignment and nonsolicitation
agreement with William Antony McNamara. The term of this agreement is twelve
months. The salary was set at a minimum of $92,000 per year, to be reviewed
for increase by the board of directors on a quarterly basis. In the event that
the Company terminates Mr. McNamara's employment without cause, 90 days
severance will be paid.

  On February 28, 2000, the Company entered into an employment agreement and a
confidentiality, non-disclosure, invention assignment and nonsolicitation
agreement with Graham Andrews. The term of this agreement is twelve months.
The salary was set at a minimum of $76,000 per year for working 150 days up to
a maximum of $130,000 for 250 days work. In the event that the Company
terminates Mr. Andrew's employment without cause, 90 days severance will be
paid.

                                      27
<PAGE>

Cash Compensation

  The following table shows all cash compensation paid or to be paid by the
Company as well as other compensation paid or accrued during the fiscal years
indicated to the chief executive officer (the "Named Executive"). No executive
officers of the Company as of the end of the Company's last fiscal year had
received salary and bonus for such period which exceeded $100,000.

                          Summary Compensation Table

<TABLE>
<CAPTION>
                                                               Long Term Compensation
                                                        ------------------------------------
                                                               Awards            Payouts
                                                        --------------------- --------------
                                 Annual Compensation
                              ------------------------- Restricted Securities   Long Term
                                           Other Annual   Stock    Underlying Incentive Plan  All Other
        Name and              Salary Bonus Compensation  Award(s)   Options      Payouts     Compensation
   Principal Position    Year  ($)    ($)      ($)         ($)       (#)(1)        ($)           ($)
   ------------------    ---- ------ ----- ------------ ---------- ---------- -------------- ------------
<S>                      <C>  <C>    <C>   <C>          <C>        <C>        <C>            <C>
Graham Andrews
 CEO, Director.......... 1999  $ 0    $ 0      $ 0         $ 0       50,000        $ 0           $ 0
</TABLE>
--------
(1)  Common Stock Purchase Options

Option Exercises and Holdings

  The following table sets forth information with respect to the Named
Executive, concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year December 31, 1999.

  Aggregated Options in Last Fiscal Year and Fiscal Year-End Options Values:

<TABLE>
<CAPTION>
                                                     Number of Securities
                                                    Underlying Unexercised     Value of Unexercised
                                                    Options/SARs at Fiscal   in-the-Money Options/SARs
                            Shares                        Year-End(#)          at Fiscal Year-End($)
                         Acquired on     Value     ------------------------- -------------------------
          Name           Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
          ----           ------------ ------------ ----------- ------------- ----------- -------------
<S>                      <C>          <C>          <C>         <C>           <C>         <C>
Graham Andrews..........       0          $ 0            0        50,000           0          $ 0
</TABLE>
--------
(1)  No options were exercisable at the 1999 fiscal year-end.

(2)  All options are granted subject to the terms and conditions of the 1999
     Stock Incentive and Stock Option Plan.

  On April 4, 2000 the Board of Directors of the Company authorized the
granting of options to purchase an additional 291,000 shares of the Company's
Common Stock at $1.52 per share, vesting 25% after four months then ratably
over the remainder of four years. The options were granted to officers and key
employees of the Company. As part of the total grant Mr. Andrews received
options to purchase an additional 100,000 shares.

                                      28
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth certain information as of April 10, 2000 by
(i) all persons who own of record or are known to the Company to beneficially
own more than 5% of the issued and outstanding shares of common stock, and
(ii) by each director, each director nominee, each Named Executive named in
the tables under "Executive Compensation" and by all executive officers and
directors as a group:

<TABLE>
<CAPTION>
                                                      Amount and     Percent of
                                                      Nature of     Class Based
                                                      Beneficial         on
                                                     Common Stock    Beneficial
    Name and Address     Positions and Offices Held  Ownership(1)   Ownership(1)
    ----------------     --------------------------  ------------   ------------
<S>                      <C>                         <C>            <C>
Graham Andrews.......... President and CEO, Director  1,394,963(2)      6.54%
 121 Lakeside
 Seattle, WA 98122

Michael Foley........... Director and Secretary         104,500(3)         *
 Suite 1380
 885 West Georgia Street
 Vancouver, B.C. V6C 3E8
 Canada

Alina Nikolaeva......... Director                       804,675(4)      3.77%
 2405 Bidwell Street
 Vancouver, B.C. V6G 2K8
 Canada

Patrick Charles......... Director                       114,500(5)         *
 8756 122 Avenue NE
 Kirkland, WA 98033

Randolph Management,
 Inc.................... Stockholder                  2,200,000        10.32%
 550 Old Country Rd,
  Suite 314
 Hicksville, NY 11801

Eastfield Investments,
 Ltd.................... Stockholder                  1,648,000(6)      7.30%
 Old Bank Chambers
 PO Box 428
 Grande Rue, St Martins
 Guernsey GY1 3WZ
 Channel Islands

All Directors and
 Officers as a group
 (six persons)..........                              2,631,138(7)     12.82%
</TABLE>
--------
 *   less than one percent

(1)  Calculated pursuant to rule 13d-3(d) of the Securities Exchange Act of
     1934. Unless otherwise stated below, each such person has sole voting and
     investment power with respect to all such shares. Under Rule 13d-3(d),
     shares not outstanding which are subject to options, warrants, rights or
     conversion privileges exercisable within 60 days are deemed outstanding
     for the purpose of calculating the number and percentage owned by such
     person, but are not deemed outstanding for the purpose of calculating the
     percentage owned by each other person listed.

(2)  Includes 1,372,463 shares of unregistered Common Stock and 22,500 options
     to purchase shares of Common Stock exercisable within 60 days.

(3)  Includes 100,000 shares of unregistered Common Stock and 4,500 options to
     purchase shares of Common Stock exercisable within 60 days.


                                      29
<PAGE>

(4)  Includes 800,175 shares of unregistered Common Stock and 4,500 options to
     purchase shares of Common Stock exercisable within 60 days.

(5)  Includes 110,000 shares of unregistered Common Stock and 4,500 options to
     purchase shares of Common Stock exercisable within 60 days.

(6)  Includes 398,000 shares of unregistered Common Stock and 1,250,000
     warrants to purchase shares of Common Stock exercisable within 60 days.

(7)  Includes 2,572,638 shares of unregistered Common Stock and 58,500 options
     to purchase shares of Common Stock exercisable within 60 days.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  On May 29, 1999, the Company issued 4,000,000 shares of unregistered common
stock at $.01. Graham Andrews, a director and President of the Company,
purchased 800,000 shares and Michael Foley and Patrick Charles, both directors
of the Company, each purchased 100,000 shares.

  On June 10, 1999, the Company agreed to acquire Absolut Future Tech Inc. for
3,000,000 shares of restricted common stock. Graham Andrews and Alina
Nikloaeva, directors of the Company, were also shareholders in Absolut Future
Tech Inc. They received shares as follows: Graham Andrews, 352,463 shares and
Alina Nikolaeva 909,075 shares.

  On November 26, 1999, the Company entered into an employment agreement (the
"McNamara Agreement") with William Antony McNamara ("McNamara"), under which
McNamara agreed to become an employee of the Company and its Chief Technology
Officer. Under the McNamara Agreement, McNamara conveyed to the Company all of
the right, title and interest to computer software and programs known as the
Local Hard Drive product. Under the McNamara Agreement, the Company issued to
McNamara 200,000 shares of the Company's restricted common stock. In addition,
McNamara was granted a royalty of 12.5% of any revenues generated from sales
of Local Hard Drive software or derivatives from it. On January 13, 2000, the
McNamara Agreement was extended to confirm that the SafeMessage technology was
a derivative of the Local Hard Drive product and sales of SafeMessage would be
subject to the royalty set out in the McNamara Agreement.

  On August 9, 1999 the Company entered into an agreement with Internet
Interview Inc. to acquire substantially all of its assets for $70,000. The
Agreement also called for a payment of $25,000 to be paid to Saratoga
International Holdings Corp ("Saratoga") to reimburse Saratoga for a deposit
paid to Internet Interview Inc. against the purchase price. Mr. Patrick
Charles, a director of the Company is also a director and shareholder in
Saratoga.

  During 1999, the Company issued seven notes payable of $50,000 each to a
total value $350,000. The notes carried an interest rate of 12% per annum.
Graham Andrews, president and a director of the Company, subscribed for one of
the notes. In January 2000, these notes payable were converted to restricted
shares of common stock through the issue of 220,000 shares of common stock for
each loan note, for a total issuance of 1,540,000 shares.

                                      30
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a) Exhibits

  The following exhibits are filed herewith or are incorporated by reference
to exhibits previously filed with the Securities Exchange Commission. The
Company shall furnish copies of exhibits for a reasonable fee (covering the
expense of furnishing copies) upon request.

<TABLE>
 <C>     <S>
    3.1  Articles of Incorporation of AbsoluteFuture.com


    3.2  Bylaws of AbsoluteFuture.com


    10.1 Agreement to acquire assets of Internet Interview, Inc.


    10.2 Employment and Non-disclosure Agreement with Graham Andrews


    10.3 Employment and Non-disclosure Agreement with William Antony McNamara


    10.4 Extension to McNamara Local Hard Drive Agreement


    10.5 1999 Stock Option and Stock Incentive Compensation Plan


    10.6 Space lease


    10.7 Agreement to Acquire Absolut Future Tech, Inc.


    16.1 Letter on change in certifying accountants


    21.1 Subsidiaries


    27.1 Financial Data Schedule
</TABLE>
--------

  (b) No reports on Form 8-K were filed during the quarter ended December 31,
1999.

                                      31
<PAGE>

                                   SIGNATURES

  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized on April 14, 2000.

                                          AbsoluteFuture.com

                                                   /s/ Graham Andrews
                                          By: _________________________________
                                                       Graham Andrews
                                                President & Chief Executive
                                                          Officer

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

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
        /s/ Graham Andrews             Chief Executive Officer      April 14, 2000
______________________________________  President, Director
            Graham Andrews

       /s/ Patrick Charles             Director                     April 14, 2000
______________________________________
           Patrick Charles

       /s/ Alina Nikolaeva             Director                     April 14, 2000
______________________________________
           Alina Nikolaeva

        /s/ Michael Foley              Director                     April 14, 2000
______________________________________
            Michael Foley

         /s/ Brian Abeel               Chief Financial Officer      April 14, 2000
______________________________________
             Brian Abeel
</TABLE>

                                       32
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
 Number  Description of Document
 ------- -----------------------
 <C>     <S>
  3.1    Articles of Incorporation of AbsoluteFuture.com
  3.2    Bylaws of AbsoluteFuture.com
 10.1    Agreement to acquire assets of Internet Interview, Inc.
 10.2    Employment and Non-disclosure Agreement with Graham Andrews
 10.3    Employment and Non-disclosure Agreement with William Antony McNamara
 10.4    Extension to McNamara Local Hard Drive Agreement
 10.5    1999 Stock Option and Stock Incentive Compensation Plan
 10.6    Space lease
 10.7    Agreement to Acquire Absolut Future Tech, Inc.
 16.1    Letter on change in certifying accountants
 21.1    Subsidiaries
 27.1    Financial Data Schedule
</TABLE>
--------