U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

     (Mark One)
     [X]  ANNUAL REPORT PURSUANT SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE
          ACT OF 1934. For the fiscal year ended June 30, 2001.

     [_]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934.  For the transition period from _______________
          to _______________

                         Commission file number: 0-28377
                                                --------

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                      -------------------------------------
                 (Name of small business issuer in its charter)


             Delaware                                              94-3319536
             --------                                              ----------
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. employer
incorporation or organization)   Classification Code Number)   identification #)


199 California Drive, Suite 207, Millbrae CA                            94030
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's Telephone number, including area code: (650) 652-3991

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
                                         ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
Regulation S-B is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. X
                 ---
The issuer had revenues of $155,799.00 for the fiscal year ended June 30, 2001.

The  aggregate  market  value of the  voting  stock  held by  non-affiliates  on
September 26, 2001 was  approximately  $799,030 (based on the average of the bid
and ask prices of the issuer's  common stock in the  over-the-counter  market on
such date as reported by the OTC Bulletin Board).

As of September 26, 2001,  155,999,558  shares of the issuer's Common Stock were
outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

                                       1
<PAGE>

                                     PART 1

Item 1.  Description of Business.

Business Development

Cosmoz   Infrastructure   Solutions,   Inc.,   ("Cosmoz"   or   the   "Company")
(http://www.cosmoz.com),  was  incorporated  in Delaware on October 15, 1996, as
MIS  International,  Inc. On December 7, 1998,  the Company  changed its name to
Cosmoz.com,  Inc. We entered the Internet market beginning after January 1999 by
acquiring a number of Internet  businesses  including  StreetIQ,  Inc.,  iTrack,
Inc., MB  Technologies,  Inc.,  BuckInvestor.com,  Inc. and  KingFine,  Inc. The
Company acquired these Internet properties and businesses by the shareholders of
these corporations  exchanging all of their shares for shares of Cosmoz's common
stock.  The  Company  also  developed  its  own  Internet  companies   including
ProfitWire.com, Inc. and FinancialContent.com, Inc.

On January 5, 2000, we acquired Ivory Acquisition  Corporation,  an Exchange Act
reporting company. Following the acquisition, we thus became a reporting company
under  Rule  12g-3  of the  Securities  Exchange  Act of  1934.  Presently,  our
headquarters are located in Millbrae, California.

Through these acquisitions of Internet-based  companies,  Cosmoz offered through
the  World  Wide Web a  network  of  branded,  technology  and  community-driven
Websites  focused on the following  categories:  personal finance and investing;
search and directory;  commerce;  and games; and the Company provides incubation
services to  companies  in the  Internet  industry.  The Company  also  provided
strategic consulting,  business services, and seed capital to emerging companies
that were developing Internet Websites or Web-enabling technologies.

In response to the rapid changes in technology and distribution channels related
to the Internet,  we focused our efforts over the course of the last fiscal year
by  consolidating  our  Internet  properties  and  businesses  to  maximize  the
Company's  long-term  business plan and direction of building and developing our
majority owned subsidiary  FinancialContent.com,  Inc.  ("FinancialContent") and
our wholly owned subsidiary  StreetIQ.com,  Inc. ("StreetIQ") and limiting other
initiatives  due to  financial  constraints.  The Company  changed its name from
Cosmoz.com,  Inc. to Cosmoz Infrastructure  Solutions,  Inc. effective April 23,
2001 to reflect these operational changes.

Business of Issuer

The Company's principal businesses are FinancialContent and StreetIQ.

We  incorporated  FinancialContent  in the State of  Delaware  on May 10,  2000.
FinancialContent  soon started  providing  financial content to websites through
its unique  modular  distribution  format on a no fee basis.  By February  2001,
approximately 1000 websites were receiving  financial  information and news from

                                       2
<PAGE>

FinancialContent. In February of 2001, FinancialContent announced the commercial
launch of its  Version  2.0 and began  converting  existing  clients to the paid
service and began actively  soliciting new paying clients. As of September 2001,
FinancialContent had deployed Version 2.0 to approximately 110 websites.

FinancialContent  is a provider of on-line  financial data and  information.  We
believe  FinancialContent offers the industry's most flexible and cost-effective
content   delivery  system  by  streamlining  the  process  of  aggregating  and
integrating  a wide variety of financial  data.  Content,  such as stock quotes,
charts, SEC filings,  are modularized and made ready to deploy onto any platform
through  our turnkey  delivery  system.  FinancialContent's  mission is to offer
clients  the  best  value   proposition  in  the  financial   content  industry.
FinancialContent  is committed to meeting all the content  needs of its clients,
including:

o        Usage-based pricing;
o        True "click-and-publish"  customization  capabilities;
o        Intuitive,  seamless integration;
o        Fully  branded  and  hosted  solutions;
o        Reliable,  scaleable infrastructure;
o        Speed to market; and
o        Outstanding customer support.

FinancialContent  partners  with leading  content  providers.  In support of its
service:  FinancialContent  receives  thousands  of  articles  daily  from  wire
services,  newspapers,  and trade publications;  FinancialContent  delivers both
delayed  and  real-time  stock  quotes.   FinancialContent  develops  charts  by
examining   end-of-day  data  from  over  23,000  U.S.  public  companies;   and
FinancialContnent  maintains an archive of SEC filings,  company  profiles,  and
historical data.

FinancialContent  services  more than 110  global  clients,  including  investor
relations  firms,  banks,  credit  unions,  brokerages,  and  vertical  portals.
FinancialContent's  average implementation time is less than 48 hours, far below
the estimated industry average of 2 weeks.  FinancialContent  has also partnered
with enterprise  information  portals in order to extend our potential  customer
base.


Representative Clients & Strategic Partners

Representative Clients

o        The Street - http://www.thestreet.com
o        Internet Wire - http://www.internetwire.com
o        123 Jump - http://www.123jump.com
o        Black Enterprise - http://www.blackenterprise.com
o        Entrust Capital - http://www.entrustcapital.com
o        Wall Street Tape - http://www.wallstreettape.com
o        Business To Investor - http://www.businesstoinvestor.com

                                       3
<PAGE>

o        Areaguides.net - http://www.areaguides.net
o        Nexa Securities - http://www.nexasecurities.com
o        Wall Street Reporter - http://www.wallstreetreporter.com
o        EMap (Total Telecom) - http://www.emap.com

Strategic Partners

o        Standard & Poor's - http://www.standardpoor.com
o        North American Quotation (NAQ) - http://www.naq.com
o        PrimeZone Media Network - http://www.primezone.com
o        Nando Media - http://www.nando.com/
o        Internet Wire - http://www1.internetwire.com
o        123Jump - http://www.123jump.com
o        IPO Maven - www.ipomaven.com
o        UP Networks - http://www.upnetworks.com
o        Optionetics - http://www.optionetics.com/
o        Plumbline Communications - http://www.plumbline.com
o        Midnight Trader - http://www.midnighttrader.com
o        PR Newswire - http://www.prnewswire.com
o        Bestcalls - http://www.bestcalls.com

StreetIQ

StreetIQ.com, Inc. is a wholly owned subsidiary of Cosmoz. The Company completed
the  acquisition of StreetIQ on August 9, 1999.  Originally,  StreetIQ  provided
online financial  information targeted to women and published "whisper numbers."
Today, StreetIQ publishes an email newsletter through which client companies can
announce  themselves,  their  products  and  their  services  to the  investment
community.  StreetIQ continues to distribute its whisper numbers service through
www.getwhispers.com  to retail  and  institutional  investors.  StreetIQ  offers
numerous marketing solutions for client companies, including:

o        Email-based Company Profiling: StreetIQ targets opt-in online investors
         by email with professional,  high-quality  coverage of client companies
         and supporting research articles on their industry.
o        Banner & Tile Sponsorship:  StreetIQ offers client companies  prominent
         branding  through  banner and tile  advertising on its websites and its
         affiliate websites;
o        Investor  Leads  Acquisition:  StreetIQ  acquires fresh new leads of at
         least  2000   individuals   interested  in  getting  more   information
         specifically about the client companies; and
o        Professional  Copy Writing:  StreetIQ  writes  marketing  materials and
         press releases for client companies.

                                       4
<PAGE>

Competition

The  financial  content and  investment  related  information  delivered via the
Internet  is  intensely  competitive.   Many  of  our  competitors  are  larger,
better-financed companies and possess greater access to necessary resources. The
market  for  Internet  products  and  services  is rapidly  evolving  and highly
competitive.  Although  we believe  that the diverse  segments  of the  Internet
market will  provide  opportunities  for more than one  supplier of products and
services  similar to those of our  subsidiaries,  it is  possible  that a single
supplier may dominate one or more market segments. We believe that the principal
competitive  factors in this market are name recognition,  performance,  ease of
use, variety of value-added services,  functionality and features and quality of
support. Competitors include a wide variety of companies and organizations. Some
of our existing  competitors,  as well as a number of potential new competitors,
have greater financial, technical and marketing resources than we do.

Dependence on One or Fewer Major Customers

We are not dependent on one or fewer major customers.

Patents, Licenses and Trademarks

We own a U.S.  trademark for "iTrack".  We abandoned our trademark  applications
previously filed for "Cosmoz.com" and "ProfitWire.com."

Government Approval

Not Applicable.

Government Regulations

Because  of  the  Internet's   popularity  and  increasing  use,  new  laws  and
regulations may be adopted.  These laws and regulations may cover issues such as
privacy,  pricing,  taxation,  copyright  and  content.  The  enactment  of  any
additional  laws or  regulations  may impede the growth of the  Internet and our
Internet-related businesses and could place additional financial burdens on us.

Research and Development

Not applicable.

Environmental Laws

Not applicable.

Employees

Cosmoz and its subsidiaries currently have 9 full-time employees.

                                       5
<PAGE>

Item 2.  Description of Property.

The Company's  corporate  operations and those of its subsidiaries are conducted
in  a  leased  facility  located  in  Millbrae,   California.  The  facility  is
approximately  1,500 square feet and the rent is $3,909.25 per month.  The lease
expires June 2002.

The Company's Internet properties include:

|X|      www.buckinvestor.com;
|X|      www.monsterpick.com;
|X|      www.tickerzone.com
|X|      www.streetiq.com;
|X|      www.itrack.com;
|X|      www.monsterquote.com;
|X|      www.profitwire.com;
|X|      www.casinowhiz.com;
|X|      www.cosmozmall.com; and
|X|      www.getwhispers.com.

The  Company  is  a  majority   owner  of  the   Internet   property   known  as
www.financialcontent.com.

We have also acquired passive investments through direct monetary investment. We
own 56,108 shares of eCal, a privately  held  corporation.  eCal bills itself as
"the leading application service provider of Web-based calendar communications."
We acquired our interest when eCal acquired  iPing,  Inc. We had formerly made a
direct investment in iPing. eCal is not currently a publicly traded company.

We also hold a passive  investment  in  Ridgewood  Venture  Partners  II, LLC, a
venture  capital  fund.  The  Ridgewood  fund's  portfolio of companies  include
Medibuy.com,  a  medical  supply  ecommerce  service;   Metasound,  an  Internet
telecommunications  company;  Quantum  Conveyors,  an automated package handling
technology  company;  InViso, a maker of screens for portable  Internet devices;
Marketfusion.com,  a business to business  electronic  commerce company;  Sycon,
specialized  computer chip design software maker; and Feedroom.com,  a broadband
Internet channel.

Item 3.  Legal Proceedings.

The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations, including claims
of  alleged  infringement  of  trademarks,  copyrights  and  other  intellectual
property  rights,  and matters related to nonpayment of debt.  Other than stated
below,  the Company is not currently  aware of any legal  proceedings  or claims
that the  Company  believes  will  have,  individually  or in the  aggregate,  a
material  adverse  effect on the  Company's  financial  position  or  results of
operations.

                                       6
<PAGE>

On August 26,  2001,  the  Investment  Agreement  ("Investment  Agreement")  the
Company  entered  into with  Swartz  Private  Equity,  LLC on August  26,  2000,
automatically  terminated under the terms of the Investment Agreement because no
registration  statement  had been declared  effective  within one year after the
agreement was entered  between the parties.  In accordance  with the termination
clause in the Investment Agreement, the Company is required to pay a termination
fee in the amount of  $200,000.00.  The Company has had  discussion  with Swartz
regarding the status of the Investment  Agreement and intends to negotiate terms
favorable to each party.  As of September 27, 2001,  Swartz has not demanded the
termination fee. We have reserved  $50,000.00 for these potential  damages based
on probable outcomes to resolve this matter.

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

During the fourth quarter of the fiscal year covered by this report,  we did not
submit any matter to a vote of  security  holders  through the  solicitation  of
proxies or otherwise.

On or about January 31, 2001, a proposal to 1) amend the  Company's  Articles of
Incorporation  changing  the Company  name to Cosmoz  Infrastructure  Solutions,
Inc.; and 2) to encumber the Company's  interest in Ridgewood  Venture  Partners
II, LLC to secure a loan  obligation,  were  approved by written  consent of the
majority of shareholders and took effect on February 23, 2001.

On or about August 7, 2001, a proposal to 1) amend the Articles of Incorporation
to increasing  the number of authorized  shares to  900,000,000;  2) acquire the
minority  held shares of  FinancialContent.com,  Inc.;  3) amend the Articles of
Incorporation  changing  the  Company  name to  FinancialContent,  Inc.;  and 4)
reverse  split  the  Company's  common  stock  at a ratio  between  1-for-20  to
1-for-80,  were approved by written  consent of the majority  shareholders.  The
proposals have not taken effect.  For further  discussion,  see our consolidated
financial  statements  for the year ended June 30, 2001 and 2000.  On August 15,
2001, we filed a schedule PRE 14C to effectuate  these  proposals.  On September
17,  2001,  we  withdrew  our  schedule  PRE 14C  filing.  We intend to refile a
schedule  PRE  14C  that  will  necessarily  incorporate  this  Form  10-KSB  by
reference.

                                     PART II

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

The Company's Common Stock is quoted on the  over-the-counter  market and quoted
on the National  Association  of Securities  Dealers  Electronic  Bulletin Board
("OTC Bulletin Board") under the symbol "CMOZ". The high and low bid
prices for the Common Stock are indicated for the periods  described below. Such
prices are inter-dealer prices without retail markups, markdowns or commissions,
and may not necessarily represent actual transactions.

                                       7
<PAGE>

-------------------------------------------------------------------------------
    2000                            Low                               High
===============================================================================

First Quarter                      2.468                              1.313
-------------------------------------------------------------------------------
Second Quarter                     1.906                              0.906
-------------------------------------------------------------------------------
Third Quarter                      1.875                              1.000
-------------------------------------------------------------------------------
Fourth Quarter                     1.219                              0.297
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
    2001                            Low                               High
===============================================================================

First Quarter                      0.109                              0.469
-------------------------------------------------------------------------------
Second Quarter                     0.469                              0.188
-------------------------------------------------------------------------------
Third Quarter                      0.031                              0.109
-------------------------------------------------------------------------------
Fourth Quarter                     0.027                              0.075
-------------------------------------------------------------------------------

As of June 30, 2001, there were  approximately 349 shareholders of record of the
company's Common Stock.

To date, the Company has not declared or paid dividends on its Common Stock. The
Company  has  followed a policy of  reinvesting  earnings  in the  business  and
consequently has not paid any cash dividends.  At the present time, no change in
this policy is under  consideration  by the Board of  Directors.  The payment of
cash  dividends  in the future will be  determined  by the Board of Directors in
consideration  of business  conditions  then  existing,  including the Company's
earnings,  financial  requirements and condition,  opportunities for reinvesting
earnings, and other factors.

Recent Sales of Unregistered Securities

In the three years  preceding the filing of this annual  report,  we have issued
the following securities, all Class A Common, our sole class of securities, that
were not registered under the Securities Act:

                                       8
<PAGE>

<TABLE>
<CAPTION>

                                        Number of
Date          Persons Receiving Shares  Shares         Consideration Received, Exemption, and Supporting Facts
--------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>            <C>
3/4/99 to     Various Parties           12,000,000     We received $718,750 in cash and $281,250 in services,
4/14/99                                                for a total of $998,633, from a Regulation D, Rule 504 private
                                                       placement that weunderwent  between 3/4/99 and 4/14/99. The services
                                                       for which we issued shares included consulting  on  strategic business
                                                       and financial plans, and assistance in negotiations with potential
                                                       investors.
4/12/99       North American            100,000        Issued as consideration for investor relations
              Corporation Consulting                   services provided to us.We issued these shares under Regulation D,
                                                       Rule 505.
4/15/99       Stephen Carnes            50,000         In connection with the acquisition of MB TECHNOLOGIES, INC., the shares
                                                       were issued in exchange for a portion of Mr. Carnes's shares of MB
                                                       Technologies, Inc. We issued these shares under Regulation D, Rule 505.
4/15/99       Wing Yu                   50,000         In connection with the acquisition of MB TECHNOLOGIES, INC., the shares
                                                       were issued in exchange for a portion of Mr. Yu's shares of MB
                                                       Technologies, Inc. We issued these shares under Regulation D, Rule 505.
5/6/99        Gurkan Fidan              450,000        In connection with the acquisition of BuckInvestor.com, Inc., the
                                                       shares   were  issued  in exchange for Mr.  Fidan's shares of
                                                       BuckInvestor.com, Inc. We issued these shares under Regulation D, Rule 505.
5/6/99        Justin Keener             405,000        In connection with the acquisition of BuckInvestor.com, Inc., the
                                                       shares   were  issued  in exchange for Mr. Keener's shares of
                                                       BuckInvestor.com, Inc. We issued these shares under Regulation D, Rule 505.
5/6/99        T. Penn & Mary Jo Nugent  45,000         In connection with the acquisition of BuckInvestor.com, Inc., the shares
                                                       were  issued  in exchange for the Nugent's shares of
                                                       BuckInvestor.com, Inc. We issued these shares under Regulation D, Rule 505.
6/1/99        Stephen B. Mare           50,000         In connection with the acquisition of KingFINE, Inc., the shares were
                                                       issued in exchange for Mr. Marek's shares of KingFINE, Inc. We issued
                                                       these shares under Regulation D, Rule 505.
6/1/99        Stephen W. Carnes         50,000         In connection with the acquisition of KingFINE, Inc., the shares were
                                                       issued in exchange for Mr. Carnes shares of KingFINE, Inc. We issued
                                                       these shares under Regulation D, Rule 505.
6/1/99        Wing Yu                   50,000         In connection with the acquisition of KingFINE, Inc., the shares were
                                                       issued in exchange for Mr. Yu's shares of KingFINE, Inc. We issued
                                                       these shares under Regulation D, Rule 505.
6/1/99        Benjamin Friedman         50,000         In connection with the acquisition of KingFINE, Inc., the shares were
                                                       issued in exchange for Mr. Friedman's shares of KingFINE, Inc. We
                                                       issued these shares under Regulation D, Rule 505.
7/15/99       Stephen Carnes            75,000         In connection with the acquisition of MB TECHNOLOGIES, INC., the shares
                                                       were issued in exchange for the remaining portion of Mr. Carnes's
                                                       shares of MB Technologies, Inc. We issued these shares under Regulation
                                                       D, Rule 505.
</TABLE>

                                       9
<TABLE>
<CAPTION>

                                        Number of
Date          Persons Receiving Shares  Shares         Consideration Received, Exemption, and Supporting Facts
--------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>            <C>
7/15/99       Wing Yu                   75,000         In connection with the acquisition of MB TECHNOLOGIES, INC., the shares
                                                       were  issued in  exchange for the remaining portion of Mr.  Yu's shares of
                                                       MB Technologies, Inc. We issued these shares under Regulation D, Rule 505.
7/27/99       Tupelo Investments        2,750,000      $2,750,000, through a private placement. We issued these shares under
                                                       Regulation S, because the sale took place outside the United States.
7/27/99       Bill Tunnell              50,000         Issued as consideration for investor relations services provided to us.
                                                       We  issued  these  sharesunder Regulation D, Rule 505.
9/10/99       Corporate Imaging, Inc.   50,000         Issued as consideration for investor relations services provided to us.
                                                       We  issued  these  shares under Regulation D, Rule 505.
9/16/99       Wanda Cavanaugh           24,500         In connection with the acquisition of iTrack.com, Inc.; the shares were
                                                       issued in exchange for Ms. Cavanaugh's shares of iTrack.com, Inc.
9/16/99       Kevin Savetz              12,250         In connection with the acquisition of iTrack.com, Inc.; the shares were
                                                       issued in exchange for Mr. Savetz's shares of iTrack.com, Inc. We
                                                       issued these shares under Regulation D, Rule 505.
9/16/99       Judi Wellnitz             12,250         In connection with the acquisition of iTrack.com, Inc.; the shares were
                                                       issued in exchange for Ms. Wellnitz' shares of iTrack.com, Inc. We
                                                       issued these shares under Regulation D, Rule 505.
9/16/99       Ashley E. Taylor Trust    49,000         In connection with the acquisition of iTrack.com, Inc.; the shares were
                                                       issued in exchange for the Trust's shares of iTrack.com, Inc. We issued
                                                       these shares under Regulation D, Rule 505.
9/16/99       Susan Cooney              98,000         In connection with the acquisition of iTrack.com, Inc.; the shares were
                                                       issued in exchange for Ms. Cooney's shares of iTrack.com, Inc. We
                                                       issued these shares under Regulation D, Rule 505.
9/16/99       Don Taylor & Sybill       61,250         In connection with the acquisition of iTrack.com, Inc.; the shares were
              Taylor as Joint Tenants                  issued in exchange for Mr. & Mrs. Taylor's shares of iTrack.com, Inc.
                                                       We      issued      these sharesunder Regulation D, Rule 505.
9/16/99       Robert M. Dunlap          61,250         In connection with the acquisition of iTrack.com, Inc.; the shares were
                                                       issued in exchange for Mr. Dunlap's shares of iTrack.com, Inc. We
                                                       issued these shares under Regulation D, Rule 505.
9/16/99       Eric Ward                 49,000         In connection with the acquisition of iTrack.com, Inc.; the shares were
                                                       issued in exchange for Mr. Ward's shares of iTrack.com, Inc. We issued
                                                       these shares under Regulation D, Rule 505.
9/16/99       Linda M. Dunlap & Dave    857,500        In connection with the acquisition of iTrack.com, Inc.; the shares were
              Taylor                                   issued in exchange for Ms. Dunlap's and Mr. Taylor's shares of
                                                       iTrack.com, Inc.We issued these shares under Regulation D, Rule 505.
9/22/99       Kelly King                400,000        In connection with the acquisition of StreetIQ.com, Inc., the shares
                                                       were issued in exchange for Kelly King's shares of StreetIQ.com, Inc.
                                                       We  issued  these  shares under Regulation D, Rule 505.
10/27/99      Bill Tunnell              100,000        Issued as consideration for public relations services provided to us.
                                                       We  issued  these  shares under Regulation D, Rule 505.
10/27/99      Eric Ward                 20,000         Issued as consideration for online public relations services provided
                                                       to us. We issued these shares under Regulation D, Rule 505.
10/27/99      Wanda Cavanaugh           90,000         Issued as consideration for public relations services provided to us.
                                                       We  issued  these  shares under Regulation D, Rule 505.
12/9/99       National Financial        50,000         Issued as consideration for investor relations services provided to us.
              Communication                            We issued these shares under Regulation D, Rule 505.
12/9/99       TPG Capital Corp.         250,000        Issued as consideration for services incident to our December 1999
                                                       merger with Ivory Acquisition Corp. We issued these shares under
                                                       Regulation D, Rule 505. Ivory Acquisition Corp. is an accredited
                                                       investor.
12/14/99      RBM Financial             1,500,000      Issued as consideration for consulting services provided to us. We
                                                       issued these shares under Regulation S, because the sale took place
                                                       outside the United States.
5/5/00        Eric Tyson                50,000         Issued as consideration for Mr. Tyson's services as an author of
                                                       investment-related articles for publishing on our websites. We issued
                                                       these shares under Regulation D, Rule 506.
5/10/00       Tupelo Investments        3,030,303      $1,000,000, through a private placement. We issued these shares under
                                                       Regulation S, because the sale took place outside the United States.
6/27/00       Financial Communication   150,000        Issued as consideration for public relations services provided to us.
              Partners                                 We issued these shares under Regulation D, Rule 505.
1/24/01       Corworth Investments, Inc 15,000,000     Issued as consideration for services provided by SharpManagement, LLC
                                                       We  issued   these   shares   under Regulation D, Rule 506.
2/27/01       Dunn-Ellis, LLC           1,000,000      Issued in consideration for sales services provided to StreetIQ.  We issued
                                                       these shares under Regulation D, Rule 505.
7/18/01       Dunn-Ellis, LLC           1,000,000      1,000,000 shares issued to Dunn Ellis, LLC on 2/27/01 surrendered at
                                                       Company's request to transfer agent to cancel certificate.
7/31/01       Wilfred Shaw              76,528,082     $100,000, through a private placement.  We issued these shares under
                                                       Regulation  D,  Rule  506.  Wilfred Shaw is an accredited investor.
</TABLE>
                                       10
<PAGE>

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

We operate in a rapidly  changing  environment  that involves a number of risks,
some of  which  are  beyond  our  control.  Forward-looking  statements  in this
document  and those made from time to time by us are made  pursuant  to the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking  statements  concerning the expected future revenues or earnings
or concerning projected plans, performance, product development, product release
or product shipment, as well as other estimates related to future operations are
necessarily  only estimates of future results and there can be no assurance that
actual results will not materially differ from  expectations.  As a result,  the
actual results may differ materially from those projected in the forward-looking
statements.

We recently  made the  decision to  concentrate  our  operational  resources  on
FinancialContent  and  StreetIQ.  The  decision was based on a number of factors
including the poor performance of some online initiatives,  and the high cost of
customer   acquisition  and  retention,   the  ongoing  costs   associated  with
maintaining  all our Internet  properties  at a  competitive  level,  and on the
positive  feedback we  received  from our clients  and  partners  regarding  the
services  provided  by  FinancialContent  and  StreetIQ.  Some  of our  Internet
properties that we have phased out did generate  revenues in the past,  however,
they were unable to sustain a recurring revenue base to justify continuation. We
anticipate that our focus on FinancialContent  and StreetIQ will generate stable
and long-term growth for the Company.

Our short-term  goal is to launch  FinancialContent's  Version 3.0.  Version 3.0
will  provide  our  clients  with more  granular  control  over the  distributed
content. These improvements,  will allow the client to fully control the layout,
colors, boarders and content.  Improvements will also increase the level of user
interaction at the control of the client.

Management is of the opinion that  sufficient  working capital will be available
from internal  operations and from outside sources during the next twelve months
thereby  enabling the Company to meet its  obligations  and  commitments as they
become payable.  Historically, the Company has been successful in its efforts to
secure  additional  working  capital  from  private  placements  of common stock
securities, and loans from private investors.

There is no expected or planned sale of significant equipment by the Company.

                                      11
<PAGE>

Excluding any potential  acquisitions,  the Company's  work force is expected to
increase at a rate equal to actual increases of our business operations.

Results of Operations

For an  overview  of our  company  and our  operations,  please see the  section
entitled "Description of Business" in Part 1.

Intangible assets impairment  recognized as a result of our financial  condition
and  operating  results.  During the year ended June 30,  2001,  we  recorded an
intangible asset write down, primarily goodwill, which substantially reduced all
remaining goodwill  associated with our internal  properties  (BuckInvestor,  MB
Technologies,  iTrack  and  StreetIQ).  Goodwill  was  determined  to have  been
impaired  because  of our  current  financial  condition  and our  inability  to
generate future operating  income without  substantial  sales volume  increases,
which are highly uncertain. Furthermore,  anticipated future cash flows indicate
that the recoverability of goodwill is not reasonably assured. Prior to December
2000,  goodwill was being  amortized using the  straight-line  method over seven
years. The write-down of goodwill and other intangible  assets, in the amount of
$3,083,817, is included as a separate component of operating expenses.

Investment  gain/loss  resulted  from sales of  marketable  securities  that are
classified as  available-for-sale  as of the balance sheet date and are reported
at fair  value,  with  unrealized  gains  and  losses,  net of tax  recorded  in
shareholders' equity. We invest our excess cash in money market funds and mutual
funds traded on national stock  markets.  Realized gains or losses and permanent
declines in value,  if any, on  available-for-sale  securities  are  reported in
other income or expense as incurred.

We have  incurred net losses and negative  cash flows from  operations.  For the
year ended June 30, 2001, we had a net loss of $4,606,390.  We have been able to
raise capital through the sale of our common stock. We raised additional cash to
fund operations.  We believe that we will continue to incur operating losses and
negative cash flow for the foreseeable future. In addition, we believe that as a
result of the rapidly evolving nature of our business and our limited  operating
history,  period-to-period comparisons of our revenues and operating results are
not   meaningful  and  should  not  be  relied  upon  as  indicators  of  future
performance.

During  fiscal  year  ended  June 30,  2000 we had net loss of  $4,362,055  from
continued  operations  and net  gain of  $25,623  from  discontinued  operations
resulted  from change in estimate of loss reserve  during  phase out period.  We
discontinued  operations  in Canada by July,  1998,  however,  some minor  costs
associated with the closing were incurred until October 1998.

Results of Operations for the fiscal years ended June 30, 2001 and 2000

Revenues  decreased  to  approximately  $156,000 in the year ended June 30, 2001
from  $431,000 in the year ended June 30, 2000.  This shift in income is related
to the change of direction effected by the company in 2001. Income earned in the

                                       12
<PAGE>

year ended June 30,  2001 was  primarily  attributable  to large  contracts  for
investor relations and promotional  services and advertising revenue. The income
earned in the year ended June 30, 2001, is primarily attributable to fees earned
from the sales of FinancialContent's  subscription services. These contracts are
individually smaller, but the income earned from  FinancialContent  subscription
service is more  dependable  and has a greater  prospect  for  sustained  future
growth.

Cost of revenues.  Cost of revenues  decreased to  approximately  $19,000 in the
year ended  June 30,  2001 from  $57,000  in the year  ended June 30,  2000 as a
result of decrease  from  electronic  mail  distribution  expenses.  Our cost of
revenues for the year 2001 is attributable  primarily to the acquisition cost of
feeds  supporting   FinancialContent's  content  offerings.  We  anticipate  the
acquisition  costs  to  increase  in  the  future.   Distributors  of  financial
information,  who at one  time  did  not  charge  any  fees  for the  rights  to
distribute their content, are beginning to demand distribution fees.

Sales and marketing.  Sales and marketing  expenses  decreased to  approximately
$51,000 for the year ended June 30,  2001 from  approximately  $661,000  for the
year ended June 30,  2000.  The primary  reason for the decrease  resulted  from
reduction  of  advertising   costs  including   participation  in  trade  shows,
advertising  online and traditional media through radio. We anticipate our sales
and  marketing  expenses to increase in the future as we increase  the number of
employees  performing  market  research and sales  duties.  We did not incur any
advertising  expense in the year ended June 30,  2001,  which is a reduction  of
approximately $350,000.

Product  development.  Product  development  expenses decreased to approximately
$52,000 for the year ended June 30,  2001 from  approximately  $187,000  for the
year ended June 30,  2000.  The  decrease  was the result of decrease in product
development personnel and other related expenses, (e.g. technical consultants).

Business  development.  Business development expenses decreased to approximately
$234,000  for the year ended June 30, 2001 from  approximately  $615,000 for the
year ended June 30,  2000.  The  decrease was the result of decrease in business
development personnel and other related expenses.

General and  administrative.  General and  administrative  expenses decreased to
approximately  $847,000  for the year  ended  June 30,  2001 from  approximately
$2,610,000  for the year ended June 30,  2000.  The  decrease  was the result of
decrease in  administrative  personnel,  third party public relations  services,
investor relations expenses,  general operating  facilities,  legal,  accounting
fees,  telephone  and  other  support  costs.  Our  operations  and  staff  were
significantly reduced during the year ended June 30, 2001.

Amortization of intangibles.  Amortization of intangibles  expenses decreased to
approximately  $283,000  for the year  ended  June 30,  2001 from  approximately
$491,000  for the year  ended  June 30,  2000.  The  decrease  was the result of

                                       13
<PAGE>

intangible  assets impairment from various  acquisitions of Internet  properties
recorded under the purchase  method in accordance with the provisions of APB 16.
Intangible assets are being amortized on a straight-line basis over seven years.

Non-recurring costs. Non-recurring costs decreased to $0 for the year ended June
30,  2001  from  approximately  $100,000  for the  year  ended  June  30,  2000.
Non-recurring  costs in the previous  fiscal year were for  acquisition  related
expenses.

Depreciation and amortization.  Depreciation and amortization expenses increased
to  approximately  $42,000 for the year ended June 30,  2001 from  approximately
$31,000  for the year ended  June 30,  2000.  Property  and  equipment  is being
depreciated  over the  estimated  useful life of the related  assets,  generally
three to seven years using the straight-line method.

Other  income  (loss).  Net other loss was  approximately  $144,000 for the year
ended June 30, 2001 as compared to net other  income  $32,000 for the year ended
June 30,  2000.  The  decrease  resulted  from loss on disposal of property  and
equipment.  We disposed of office  equipment and leasehold  improvements  due to
reduction of our operations and personnel.

Gain on disposal of division. Gain on disposal of division resulted from changes
in estimate  of loss during  phase out period was $0 for the year ended June 30,
2001 as compared to approximately $26,000 for the year ended June 30, 2000.

Liquidity and Capital Resources

To date, we have financed our operations primarily through the private placement
of equity  securities  and  conversion of debt to common  stock.  As of June 30,
2001, we had  approximately  $18,603 of cash,  cash  equivalents  and short-term
investments and working capital deficit of $702,793.

Net  cash  used  in  operating  activities  was  $822,165  in 2001  compared  to
$2,546,956 in 2000. The cash used during these periods was  attributable  to net
operating  losses  of  $4,606,390  in 2001  and  primarily  attributable  to net
operating  losses of $4,336,434 in 2000.  Net cash used in operating  activities
for the year ended June 30,  2001 was  $822,165  and  resulted  from net losses,
decreases in accounts receivable,  amounts due from officers,  prepaid expenses,
security deposits required for new office,  management fees due to related party
and accrued expenses from discontinued operations.  These amounts were partially
offset by an increase of accounts payable, and accrued expenses.

                                       14
<PAGE>

Net cash used in  operating  activities  for the year  ended  June 30,  2000 was
$2,546,956 and resulted from net losses, decreases in accounts receivable. These
amounts  were  partially  offset by an  increase of accrued  expenses,  security
deposits  required  for our new  office  and  non-cash  charges.  Losses in 2001
principally related the write down of the Company's Internet properties.  Losses
in 2000 principally related to sales and marketing expenses, product development
and general and administrative expenses.

Net cash provided by investing  activities was $106,574 in 2001 compared to cash
provided by investing  activities of  $1,256,586 in 2000.  Cash provided in 2001
primarily  related  to  release  of  restricted  cash of  $125,000,  less  lease
termination  fees  paid,  on  deposit  as  collateral  for the  letter of credit
required  pursuant to the lease  agreement  of our office  facility  and sale of
marketable  securities  of $3,344.  Cash used in  investing  activities  in 2001
included net of capital expenditures and equipment disposal of $21,770.

For the year ended June 30, 2001,  we  generated  net  proceeds  from  financing
activities  of  $558,517.  For the year ended June 30, 2000,  we  generated  net
proceeds from financing activities of $1,041,267.

Our future capital  requirements  depend on numerous  factors,  including market
acceptance of our services, the timing and rate of expansion of our business. We
have experienced  substantial  decreases in our expenditures since June 30, 2000
consistent with our smaller  operations and less  personnel.  We anticipate that
our  expenditures  will begin to increase in the foreseeable  future  consistent
with the future growth of our businesses.  Our continued  existence is dependent
upon our ability to increase  operating  revenues and/or raise additional equity
financing.  If  additional  funds are  raised  through  the  issuance  of equity
securities, dilution to existing shareholders may result.

Going Concern

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going  concern.  However,  the  Company has  experienced  recurring
operating  losses  and  negative  cash  flows  from  operations.  The  company's
continued existence is dependent upon its ability to increase operating revenues
and/or raise additional financing.

In view of these  matters,  we believe  that  actions  presently  being taken to
concentrate the Company's operations on developing FinancialContent and StreetIQ
provide a realistic  opportunity for the company to achieve  profitability.  The
Company's focus on FinancialContent and StreetIQ will improve the Company's cash
flow,  profitability and ability to raise additional capital so that it can meet
its strategic objectives.

We raised  additional  capital  during  the year,  and we are  currently  in the
process of negotiating additional equity financing with potential investors. The
Company  has  raised  an  additional  $100,000  in  July,  2001.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Item 7.  Financial Statements.

The report of the independent auditors and financial statements are set forth in
this report beginning on page F-1.



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

Not applicable.

                                       15
<PAGE>

                                    PART III

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

Our  directors,  executive  officers and other  management  employees  and their
respective ages and positions as of August 15, 2001, are as follows.

Name                       Age              Title
-----------------------------------------------------------------------------
Wilfred Shaw               31               Director, Chairman, CEO
Wing Yu                    32               Director, Chief Operating Officer
Owen Naccarato             51               Director (non-employee)

Wilfred  Shaw  has  been our  chairman  of the  board  of  directors  since  our
formation. We have entered into a consulting contract with  SharpManagement.com,
LLC, for the  services of Mr. Shaw to perform the duties of the Chief  Executive
Officer ("CEO"). Mr. Shaw owns SharpManagement.com,  LLC. Mr. Shaw has spent the
last eight years in the venture  capital and investment  industries,  serving as
Vice President for Business  Development for Intertech  Group, a conglomerate of
small  companies  based in  Southeast  Asia.  From  1994 to 1996,  Mr.  Shaw was
employed as the Vice President for Business  Development  for IG  International,
Inc., a  pharmaceutical  company based in the San  Francisco Bay area.  Mr. Shaw
earned his Bachelor of Arts in Economics degree at Saint Mary's College.

Wing Yu, director and Chief Operating  Officer  ("COO"),  has served as director
since December of 1999,  and as COO since May of 2000.  Prior to serving as COO,
Mr. Yu was our Vice  President of Web  Development.  Prior to joining us, Mr. Yu
was a teacher and a  freelance  Apple  Macintosh  developer  for 6 years.  While
coordinating online advertising for Ticketmaster.com  CitySearch.com  Online, he
developed various websites as a freelance web developer. Mr. Yu is currently the
CEO of FinancialContent.  He holds a Bachelor of Arts in History from Occidental
College, and a Masters in Arts degree in Instructional Technology.

Owen  Naccarato,  director,  is not an employee  of ours.  Mr.  Naccarato  began
serving as a director of the company on April 10,  2000.  For more than the past
five years, Mr. Naccarato, an attorney, has practiced law as a sole practitioner
in Irvine, CA. Mr. Naccarato formerly served as our lead securities counsel. Mr.
Naccarato is admitted to the bar in the State of  California.  Mr.  Naccarato is
also a director of Kaire Holdings, Inc.

                                       16
<PAGE>

Item 10.  Executive Compensation

The  following   table  sets  forth  certain   summary   information   regarding
compensation  paid by the Company for services  rendered during the fiscal years
ended June 30, 2001 and June 30,  2000,  respectively,  to the  Company's  Chief
Executive Officer and Chief Operating Officer during such period.

<TABLE>
<CAPTION>
Summary Executive Compensation Table

Payouts                  Annual Compensation                                 Long Term Compensation Awards
---------------------------------------------------------------------------------------------------------------------
(a)           (b)     (c)       (d)           (e)            (f)           (g)           (h)          (i)
---------------------------------------------------------------------------------------------------------------------
<S>          <C>      <C>      <C>       <C>              <C>           <C>             <C>         <C>
Name and     Year    Salary    Bonus     Other Annual     Restricted    Securities      LTIP        All Other
Principal                                Compensation     Stock         Underlying      Payouts     Compensation
Position                                 ($)              Awards($)     Options/SAR(#)  ($)         ($)
---------------------------------------------------------------------------------------------------------------------

CEO          2001     60,000                              90,000
---------------------------------------------------------------------------------------------------------------------
COO          2001    120,000
---------------------------------------------------------------------------------------------------------------------
Total:               180,000                              90,000
---------------------------------------------------------------------------------------------------------------------
Directors  2001
as a
Group
---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

Options/SAR Grants in the Last Fiscal Year


Name             Number of Securities        % of Total Options/SARS      Exercise or       Expiration Date
                 Underlying Options/SARS     Granted to Employees in      Base Price
                 Granted                     Fiscal Year
-----------------------------------------------------------------------------------------------------------
<S>              <C>

Wilfred Shaw
-----------------------------------------------------------------------------------------------------------
Wing Yu
-----------------------------------------------------------------------------------------------------------
</TABLE>

Employment Agreements

Chief Executive Officer's Compensation

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract the Company is required to pay an initial  payment of $180,000 and
a payment of $15,000 per month for each month that Mr. Shaw provides services to
the  Company.  SharpManagement  is 100% owned by Wilfred  Shaw.  As of March 31,
2001,  SharpManagement  is due $60,000.  The Company issued 15,000,000 shares of
its common  stock as payment for  management  services  provided to the Company,
which were valued at $360,000 to pay for services  provided through December 31,
2000. The Company renewed the consulting contract with SharpManagement, LLC at a
reduced fee of $5,000.00 per month commencing on April 1, 2001.

                                       17
<PAGE>

Chief Operating Officer's Compensation

Wing Yu, a director, was promoted to chief operating officer on May 11, 2000. He
originally earned an annual salary of $120,000.00,  and received a signing bonus
of $6,800.00.  The Company recently  renegotiated Mr. Yu's employment  contract.
Commencing  July 1, 2001,  Mr. Yu agreed to accept a reduction  in his salary to
$72,000.00  annually.  Upon joining the Company,  Mr. Yu was granted  options to
purchase  100,000 shares of our common stock for $.0.594 vesting over 4 years in
allotments of 25,000 shares per year.

Compensation of Directors

Excepting the directors  agreement reached between Mr. Naccarato and the Company
as described  below,  directors  receive no  remuneration  for their services as
directors at this time.

Owen  Naccarato  was  appointed as our director on April 10, 2000.  On March 20,
2000,  Mr.  Naccarato  executed a  director's  agreement in which he was granted
options to purchase 250,000 restricted shares of our common stock for $0.594 per
share.

The  Company  plans to offer  health  insurance  in the near  future  to all its
employees.  The Company has adopted no  retirement,  pension,  profit sharing of
other similar programs.

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

The following  table sets forth  certain  information  regarding the  beneficial
ownership  of the  Company's  Common  Stock as of  September  25,  2001 based on
information  available  to the  Company  by (i) each  person who is known by the
Company to own more than 5% of the  outstanding  Common Stock;  (ii) each of the
Company's  directors;  (iii) each of the Named Executive Officers;  and (iv) all
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Title of Class                     Name and Address               Shares Beneficially Owned         Percent
of Class (1)
-----------------------------------------------------------------------------------------------------------

<S>                        <C>                                    <C>                                <C>
Class A Common             Wing Yu                                   175,000                         0.001%
                           199 California Drive, #207
                           Millbrae, CA 94030
-----------------------------------------------------------------------------------------------------------
Class A Common             Wilfred Shaw(2)                        78,054,880                        50.035%
                           199 California Drive, #207
                           Millbrae, CA 94030
-----------------------------------------------------------------------------------------------------------
Class A Common             Asian Pacific Ventures                  6,000,000                         3.846%
                           Suite 13, 16th Floor
                           Kinwick Center,
                           32 Hollywood Road
                           Central Hong Kong, H.K.
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
<S>                        <C>                                    <C>                               <C>
Class A Common             Corworth Investments, Inc              22,356,117                        14.331%
                           c/o MIS International, Inc.
                           145 Traders Blvd, E., #40
                           Mississauga, Ontario
                           Canada L4Z 3L3
-----------------------------------------------------------------------------------------------------------
Class A Common             Tupelo Investments, Ltd                 5,780,303                         3.705%
                           Box 107
                           Oceanic House, Grand Turk
                           Turk & Caicos Islands
-----------------------------------------------------------------------------------------------------------
Class A Common             Times Square Int'l, Ltd                 6,270,000                         4.019%
                           c/o MIS International, Inc.
                           145 Traders Blvd, E., #40
                           Mississauga, Ontario
                           Canada L4Z 3L3
-----------------------------------------------------------------------------------------------------------
Class A Common             Officers and Directors                 78,229,880                        50.148%
                           as a Group (3 persons)
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) These  percentages  are based upon  155,999,558  shares of our common  stock
outstanding as of September 25, 2001.
(2) Does not  include  6,000,000  shares  of Common Stock owned by Asian Pacific
Ventures,  a related party to Wilfred Shaw,Chairman and Chief Executive Officer.

Item 12. Certain Relationships and Related Transactions.

A.   Asia Pacific Ventures

Asia Pacific Ventures (APV) is a company whose headquarters are in HongKong, and
its authorized  representative  was Wilfred Shaw, the current CEO of Cosmoz. APV
has  loaned  money to the  Company in  previous  years.  Additionally,  APV is a
shareholder  that prior to July 31,  2001 was  holding  greater  than 10% of the
outstanding   common  stock  of  the  Company  and  whose   current   authorized
representative  is a family member of Wilfred Shaw,  current CEO of the Company.
In February 2000, APV advanced to the Company $250,000. The note payable was due
upon demand and bears an annual interest rate of 12%, and the Company has repaid
the note in full.

B.   Wilfred Shaw

Mr. Shaw also did not receive any  compensation  for the period starting July 1,
1998 to December 31, 1999 for serving as the Chairman of the Board of Directors.

                                       19
<PAGE>

Mr. Shaw has  $60,000 in  director  fees due from the Company for serving as the
Chairman of the Board of Directors  for the period  prior to June 30, 1998.  The
amount is included in the liabilities for discontinued operations

On July 31, 2001, the Company entered into a securities  purchase agreement with
Mr. Shaw, pursuant to which Mr. Shaw purchased 76,528,082 shares of Common Stock
in exchange for a $100,000 cash investment.

C.   SharpManagement, LLC.

The  Company  has  signed  a  consulting  contract  with  SharpManagement,   LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract the Company is required to pay an initial  payment of $180,000 and
a payment of $15,000 per month for each month that Mr. Shaw provides services to
the  Company.  SharpManagement  is 100% owned by Wilfred  Shaw.  As of March 31,
2001,  SharpManagement is due $45,000. The Company and SharpManagement agreed to
extend the term of the consulting  contract and agreed to a reduced  monthly fee
of $5,000.00 commencing on April 1, 2001.

Effective as of January 16, 2001, the Company  arranged for the satisfaction and
discharge of the amount owed to SharpManagement,  LLC for deferred  compensation
in the amount of  $360,000  owed by the  Company  to  SharpManagement,  LLC.  In
consideration for the satisfaction of the amount , the Company was instructed by
SharpManagment to issue the  corresponding  15,000,000 shares of common stock to
Corworth Investments, Inc. (a related party).

D.   Tupelo Investments, Inc.

In 2001, the Company issued $25,000  principal amount of 12% convertible  notes,
which are due on demand after 30 days to Tupelo Investments,  Inc., in a private
placement.  The notes are  convertible  into  common  shares of the Company at a
discount of 50% from the market price on the date of  conversion.  The option to
convert the notes to common stock is at the discretion of the note holder.

E.   Notes Payable to Shareholders

In 2001,  Tupelo  advanced  to the  Company  $63,517,  and  another  shareholder
Corworth Investments,  Inc. advanced the Company $20,000. These notes are due on
demand and bear an annual interest rate of 12%.

Item 13. Exhibits and Reports on Form 8-K

Exhibits


   (2)                2.1.   Agreement  and  Plan  of   Reorganization   between
                      Cosmoz.com,  Inc. and Ivory Acquisition  Corporation dated
                      January  5,  2000.  Certificate  of  Ownership  and Merger
                      Merging Ivory  Acquisition  Corporation  into  Cosmoz.com,
                      Inc.  (Incorporated  by  reference  to  Exhibit  2 to Form
                      8-K/A, File No.: 000-28377)

   (3)                3.1.   Articles  of  Incorporation  of  Cosmoz.com,   Inc.
                      (Incorporated by reference to Exhibit 3.(I) to Form 8-K/A,
                      File No.: 000-28377)

                      3.2.   By-Laws  of  Cosmoz.com,   Inc.   (Incorporated  by
                      reference  to  Exhibit  3.(II)  to Form  8-K/A,  File No.:
                      000-28377)

                      3.3.   Certificate   of   Amendment  of   Certificate   of
                      Incorporation of Cosmoz.com, Inc., attached hereto.

  (10)                10.1.   Cosmoz.com,   Inc.   1999   Stock   option   plan.
                      (Incorporated  by  reference to Exhibit 10.1 to Form 10-Q,
                      File No.: 000-28377)

                      10.2. Owen Naccarato Director's  Agreement.  (Incorporated
                      by  reference  to  Exhibit  10.2 to Form  10-Q,  File No.:
                      000-28377)

                      10.3.  Management and Consulting  Agreement Between Us and
                      SharpManagement,   LLC.   (Incorporated  by  reference  to
                      Exhibit 10 to Form S-1 filed  August 24,  2000,  File No.:
                      333-44406)

                      10.4.  Investment  Agreement Between Us and Swartz Private
                      Equity,  LLC.  (Incorporated by reference to Exhibit 10 to
                      Form S-1 filed August 24, 2000, File No.: 333-44406)

                      10.5.  Warrant  to  Purchase  Our Common  Stock  Issued in
                      Connection  With the Investment  Agreement  Between Us and
                      Swartz.  (Incorporated  by reference to Exhibit 10 to Form
                      S-1 filed August 24, 2000, File No.: 333-44406)

                      10.6.  Registration  Rights Agreement issued in connection
                      with  the  Investment  Agreement  Between  Us and  Swartz.
                      (Incorporated by reference to Exhibit 10 to Form S-1 filed
                      August 24, 2000, File No.: 333-44406)

                                       20
<PAGE>

                      10.7.  Warrant Side  Agreement  Issued in Connection  With
                      Investment Agreement Between Us and Swartz.  (Incorporated
                      by  reference  to Exhibit 10 to Form S-1 filed  August 24,
                      2000, File No.: 333-44406)

                      10.8.  Commitment  Warrant to  Purchase  Our Common  Stock
                      Issued in Connection With Investment  Agreement Between Us
                      and Swartz.  (Incorporated  by  reference to Exhibit 10 to
                      Form S-1 filed August 24, 2000, File No.: 333-44406)

                      10.9.  Addendum to  Management  and  Consulting  Agreement
                      Between Us and SharpManagement, LLC, attached hereto.

  (21)                21.1. List of subsidiaries of registrant. (Incorporated by
                      reference to Exhibit 21.1 to Form 10-K filed September 28,
                      2000, File No.: 000-28377)

  (23)                23.1. Consent of Independent  Certified Pulic Accountants,
                      attached hereto.

Reports on Form 8-K: None.

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

                      Cosmoz Infrastructure Solutions, Inc.


                      By: /s/ Willfed Shaw
                      --------------------
                              Wilfred Shaw,
                              Chairman and Chief Executive Officer

                      Dated: September 27, 2001

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

/s/ Wing Yu
-----------
Wing Yu, Chief Operating Officer            September 27, 2000
and Director


/s/ Willfed Shaw
----------------
Wilfred Shaw, Chairman                      September 27, 2000
and Chief Executive Officer

                                       21
<PAGE>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                 C O N T E N T S
                                 ---------------


                                                                                                 Page
                                                                                                 ----



<S>                                                                                                 <C>
              Independent Auditors' Report..................................................      F-1

              Consolidated Balance Sheets...................................................   F-2 - F-3

              Consolidated Statements of Operations.........................................   F-4 - F-5

              Consolidated Statements of Changes in Shareholders' Equity....................   F-6 - F-7

              Consolidated Statements of Cash Flows.........................................   F-8 - F-9

              Notes to the Consolidated Financial Statements................................  F-10 - F-36
</TABLE>



<PAGE>




                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors and Shareholders -
Cosmoz Infrastructure Solutions, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Cosmoz
Infrastructure Solutions, Inc., a Delaware Corporation,  as of June 30, 2001 and
2000,  and  the  related  consolidated  statements  of  operations,  changes  in
shareholders'  equity,  and cash flows for the fiscal  years then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Cosmoz   Infrastructure
Solutions,  Inc. as of June 30, 2001 and 2000, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in note 10 to the
financial statements, the Company experienced a significant net loss in the year
ending June 30, 2001, with losses incurred subsequently,  and generated negative
cash flows from  operating  activities.  These matters raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to  these  matters  are also  described  in note  10.  In the  event
additional  funds  are  raised,  continuation  of  the  business  thereafter  is
dependent upon the ability of the Company to achieve  sufficient  cash flow. The
accompanying financial statements do not include any adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.


Pohl, McNabola, Berg & Company, LLP
San Francisco, California
September 19, 2001
                                     F-1
<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                           Consolidated Balance Sheets
                          AS OF JUNE 30, 2001 AND 2000





                                     ASSETS
                                     ------
                                                               June 30, 2001        June 30, 2000
                                                              -------------        -------------

<S>                                                            <C>                  <C>
Current Assets:
     Cash and cash equivalents                                 $    18,603          $   175,677
     Short-term investments in marketable securities                  --                  3,344
     Accounts receivable - trade, net                                3,598                8,716
     Amounts due from officers                                      19,962               21,573
     Prepaid expenses                                                2,606               69,296
     Deposits                                                       16,002               26,500
                                                               -----------          -----------

         Total Current Assets                                       60,771              305,106
                                                               -----------          -----------

Property and Equipment :
     Office furniture                                               12,508               57,789
     Leasehold Improvements                                           --                 10,891
     Equipment                                                     118,392              142,877
                                                               -----------          -----------
                                                                   130,900              211,557

     Accumulated depreciation                                      (54,560)             (32,568)
                                                               -----------          -----------

         Property and Equipment, net                                76,340              178,989
                                                               -----------          -----------

Other Assets:
     Long-term investments                                         204,331              210,982
     Restricted Cash                                                  --                125,000
     Intangible assets, net                                         73,826            3,440,325
                                                               -----------          -----------

         Total Other Assets                                        278,157            3,776,307
                                                               -----------          -----------

             Total Assets                                      $   415,268          $ 4,260,402
                                                               ===========          ===========

</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                     Consolidated Balance Sheets (Continued)
                          AS OF JUNE 30, 2001 AND 2000





                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
                                                                        June 30, 2001         June 30, 2000
                                                                        --------------        ------------

<S>                                                                       <C>                   <C>
Current Liabilities:
     Accounts payable                                                     $    162,895          $    155,893
     Management fees due to related party                                       60,000               270,000
     Payroll and taxes payable                                                  25,616                  --
     Other accrued expenses                                                     26,042                47,921
     Note payable - related parties                                            108,517               150,000
     Notes payable - other                                                      14,589                14,589
     Reserve for termination of investment agreement                            50,000                  --
     Accrued expenses - discontinued operations                                122,394               130,394
     Reserve for discontinued operations                                        60,000                60,000
     Payroll and sales taxes payable - discontinued operations                 117,509               117,509
                                                                                                ------------

         Total Current Liabilities                                             747,562               946,306
                                                                          ------------          ------------


Stockholders' Equity:
     Preferred stock, $0.001 par value; 50,000,000 shares authorized;
         none issued or outstanding                                               --                    --
     Common stock, $0.001 par value; 200,000,000 shares authorized;
         79,514,849 and 64,514,849 issued and outstanding, respectively         79,514                64,514
     Additional paid-in-capital                                             14,450,657            13,505,657
     Accumulated other comprehensive loss                                      (17,543)              (17,543)
     Accumulated deficit                                                   (14,844,922)          (10,238,532)
                                                                          ------------          ------------

         Total Stockholders' Equity                                           (332,294)            3,314,096
                                                                          ------------          ------------

             Total Liabilities and Stockholders' Equity                   $    415,268          $  4,260,402
                                                                          ============          ============

</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                      Consolidated  Statements of Operations FOR THE YEARS ENDED
                   JUNE 30, 2001 AND 2000

                                                                          Year Ended             Year Ended
                                                                          June 30, 2001          June 30, 2000
                                                                          -----------            -----------

<S>                                                                       <C>                    <C>
Revenues:
     Net revenues                                                         $   155,799            $   431,394
     Costs of revenues                                                        (18,865)               (57,050)
                                                                          -----------            -----------
                                                                              136,934                374,344
                                                                          -----------            -----------

Operating Expenses:
     Business development                                                     233,734                615,447
     Sales and marketing                                                       51,315                661,159
     Product development                                                       52,123                187,823
     General and administrative                                               846,694              2,610,306
     Amortization of intangibles                                              282,682                490,560
     Amortization and depreciation                                             42,134                 31,432
     Intangible assets impairment                                           3,083,817                   --
     Non-recurring costs-acquisition expense                                     --                  100,000
                                                                          -----------            -----------
         Total operating expenses                                           4,592,499              4,696,727
                                                                          -----------            -----------

         Loss from operations                                              (4,455,565)            (4,322,383)
                                                                          -----------            -----------

Other Income (loss):
     Interest income                                                            6,637                  5,811
     Dividend income                                                            2,175                 37,466
     Interest expense                                                          (2,970)                (9,602)
     (Loss) on investment                                                     (59,995)               (26,988)
     (Loss) on disposal of property and equipment                             (82,284)                  --
     Investment expenses                                                       (7,188)               (37,942)
     Other expense                                                               --                   (1,217)
                                                                          -----------            -----------
         Total other income                                                  (143,625)               (32,472)
                                                                          -----------            -----------

     Net loss before taxes                                                $(4,599,190)           $(4,354,855)

         Provision for income tax                                              (7,200)                (7,200)
                                                                          -----------            -----------
     Loss from operations after income taxes                               (4,606,390)            (4,362,055)

Discontinued operations:
     Change in estimate of loss reserve during phase out period                  --                   25,623
                                                                          -----------            -----------

         Net loss                                                         $(4,606,390)           $(4,336,432)
                                                                          ===========            ===========
                                   (continued)
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                Consolidated Statements of Operations (continued)
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000





                                                                 Year Ended                           Year Ended
                                                                June 30, 2001                       June 30, 2000
                                                         ----------------------------------  ----------------------------------
Net loss per share (Note 1):
                                                             Basic         Fully diluted         Basic          Fully Diluted
                                                         --------------   -----------------  ---------------  -----------------
<S>                                                       <C>              <C>               <C>              <C>
    Continuing operations:
      Before extraordinary loss                           $       0.065    $          0.065  $       0.071    $           0.071
      Extraordinary loss                                            --                   --             --                   --
                                                         --------------   -----------------  ---------------  -----------------

        Total continuing operations                               0.065               0.065          0.071                0.071

    Discontinued operations (Income)/Loss                           --                   --             --                   --
                                                         --------------   -----------------  ---------------  -----------------

        Net loss per share                                $       0.065    $          0.065  $       0.071    $           0.071
                                                         ==============   =================  ===============  =================

    Shares used in per share calculation - basic                                 71,295,671                          61,111,623
                                                                          =================                   =================

    Shares used in per share calculation - diluted                               71,295,671                          61,111,623
                                                                          =================                   =================
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
       Consolidated Statements of Changes in Shareholders' Equity For the
                       years ended June 30, 2001 and 2000
                              (Split Table)


                                                                  Preferred Stock                                  Additional
                                                            -------------------------       Common Stock             Paid-in
                                                               Shares       Amount       Shares       Amount         Capital
                                                           ----------   ----------    ------------  -----------     ----------

<S>                                                        <C>                 <C>      <C>          <C>            <C>
Balance, June 30, 1999                                             --          $--      58,899,546   $    58,899     9,259,417

        Comprehensive income (loss):
        Net loss from operations during the period                 --           --            --            --            --
        Net unrealized gain on securities                          --           --            --            --            --
        Issuance of common stock for acquisitions                  --           --       2,075,000         2,075     2,836,370
        Issuance of common stock for services                      --           --         510,000           510       811,500
        Compensation expense recognized on option grants           --           --            --            --         201,400
        Sale of common stock                                       --           --       3,030,303         3,030       396,970


                                                           ----------   ----------    ------------  -----------     ----------
Balance, June 30, 2000                                             --          $--      64,514,849        64,514    13,505,657
                                                           ----------   ----------    ------------  -----------     ----------


        Comprehensive income (loss):
        Net loss from operations during the period                 --           --            --            --            --
        Net unrealized gain (loss) on securities                   --           --            --            --            --
        Subscription payments received
        on sale of common stock                                    --           --            --            --         600,000
        Conversion of debt into common stock                       --           --      11,250,000        11,250       258,750
        Issuance of common stock for services                      --           --       3,750,000         3,750        86,250
                                                           ----------   ----------     -----------   -----------    ----------
 Balance, June 30, 2001                                            --           --      79,514,849        79,514    14,450,657
                                                           ----------   ----------     -----------   -----------    ----------

</TABLE>

                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
       Consolidated Statements of Changes in Shareholders' Equity For the
                       years ended June 30, 2001 and 2000
                              (Split Table)
                                                               Accumulated
                                                                  Other                         Total
                                                               Comprehensive   Accumulated   Shareholders'  Comprehensive
                                                               Income (loss)     Deficit        Equity       Income (loss)
                                                                ===========    ===========    ===========    ===========

<S>                                                            <C>              <C>             <C>           <C>
Balance, June 30, 1999                                              (45,592)    (5,902,100)     3,370,628     (1,351,467)

        Comprehensive income (loss):
        Net loss from operations during the period                     --       (4,336,432)    (4,336,432)    (4,336,432)
        Net unrealized gain on securities                            28,049           --           28,049         28,049
        Issuance of common stock for acquisitions                      --             --        2,838,445           --
        Issuance of common stock for services                          --             --          812,010           --
        Compensation expense recognized on option grants               --             --          201,400           --
        Sale of common stock                                           --             --          400,000           --


                                                                -----------    -----------    -----------    -----------
Balance, June 30, 2000                                            $ (17,543)   (10,238,532)     3,314,096     (4,308,383)
                                                                ===========    ===========    ===========    ===========


        Comprehensive income (loss):
        Net loss from operations during the period                     --        4,606,390)    (4,606,390)    (4,606,390)
        Net unrealized gain (loss) on securities                       --             --             --             --
        Subscription payments received on sale of common stock         --             --          600,000           --
        Conversion of debt into common stock                           --             --          270,000           --
        Issuance of common stock for services                          --             --           90,000           --
                                                                -----------    -----------    -----------    -----------

 Balance, June 30, 2001                                         $   (17,543)   (14,844,922)      (332,294)    (4,606,390)
                                                                ===========    ===========    ===========    ===========

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       F-7


<PAGE>

<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                      Consolidated Statements of Cash Flows
                   For the years ended June 30, 2001 and 2000



                                                                  June 30, 2000      June 30, 2001
                                                                   -----------        -----------
<S>                                                                <C>                <C>
Operating Activities:
    Net Loss                                                       $(4,606,390)       $(4,336,432)
Adjustments to reconcile net (loss) to
  net cash provided by (used in) operating activities:
        Intangible amortization                                        282,682            490,560
        Stock based compensation                                          --              201,400
        Amortization and depreciation                                   42,134             31,432
        (Gain)/Loss on discontinued operations                            --              (25,623)
        Issuance of common stock for services                           90,000            812,010
        Intangible assets impairment charge                          3,083,817               --
        Reserve for lease termination costs                              9,762               --
        Reserve for termination of investment agreement                 50,000               --
        Loss on disposal of property and equipment                      82,284               --
        Other                                                              112               --

Changes in operating assets and liabilities:
    Accounts receivable - trade, net                                     5,118             16,127
    Amounts due from officer                                            (1,611)              --
    Prepaid expenses                                                    66,690            (69,296)
    Security deposit                                                    10,498             (8,014)
    Accounts payable                                                     7,002             74,044
    Accrued expenses - discontinued operations                          (8,000)              --
    Management fees due to related party                                60,000            270,000
    Payroll and taxes payable                                           25,616               --
    Accrued liabilities                                                (21,879)            (3,165)
                                                                   -----------        -----------

        Net cash used in operating activities                         (822,165)        (2,546,957)
                                                                   -----------        -----------

Investing activities:

    Sale of  marketable securities                                       3,344          1,589,979
    Cash acquired in acquisitions                                         --                  500
    Restricted cash                                                    125,000           (125,000)
    Change in other investments, net                                      --              (65,982)
    Proceeds from disposal of property and equipment                    12,819               --
    Purchases of property and equipment                                (34,589)          (142,911)
                                                                   -----------        -----------

        Net cash provided by investing activities                      106,574          1,256,586
                                                                   -----------        -----------

Financing activities:
    Proceeds from issuance of common stock                             600,000            400,000
    Payments on amounts due to related parties                        (150,000)          (100,000)
    Proceed from notes payable - related parties                       108,517            250,000
    Proceeds from (Loan to) to officer                                    --              900,000
    Payment received on loan to related party                             --              188,142
    Due to related party                                                  --             (596,875)
                                                                   -----------        -----------

        Net cash provided by financing activities                      558,517          1,041,267
                                                                   -----------        -----------

        (Decrease) in cash and cash equivalents                       (157,074)          (249,104)

Cash and cash equivalents, beginning of year                           175,677            424,781
                                                                   -----------        -----------

Cash and cash equivalents, end of year                             $    18,603        $   175,677
                                                                   ===========        ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-8



<PAGE>

<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                Consolidated Statements of Cash Flows (continued)
                   For the years ended June 30, 2001 and 2000



                                                         Year ended      Year ended
                                                        June 30, 2000   June 30, 1999
                                                        --------------  --------------
Supplemental disclosures of cash flow information:
    Cash paid during the period for
<S>                                                     <C>                     <C>
        Interest                                        $       2,970           9,573
        Taxes                                           $       7,200           4,800




The  following  non cash  transactions  occurred  during the year ended June 30,
2001:

    Conversion of debt                                                  $     270,000
                                                                        ==============

The following noncash transactions occurred during the year ended June 30, 2000:

    Acquisition of MBMagic, Inc
        Intangibles                                                      $    315,149
        Issuance of common stock for acquisition                             (315,149)
                                                                        --------------

           Cash received                                                 $      --
                                                                        ==============


    Acquisition of StreetIQ
        Intangibles                                                      $    800,199
        Issuance of common stock for acquisition                             (800,199)
                                                                        --------------

           Cash received                                                 $      --
                                                                        ==============


    Acquisition of iTrack.Com
        Intangibles                                                      $  1,722,594
        Issuance of common stock for acquisition                           (1,722,594)
                                                                        --------------

           Cash received                                                 $      --
                                                                        ==============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-9


<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies

A.       General Description of Business

Cosmoz Infrastructure  Solutions,  Inc., ("Cosmoz" or the "Company"), a Delaware
corporation, 3(http://www.cosmoz.com), offers financial-related services through
the World Wide Web.

Through the consolidation of its Internet  properties,  the Company now provides
financial-related services through two subsidiaries:

         o    FinancialContent.com,   Inc.   (www.financialcontent.com)   is   a
              technology firm that aggregates financial  information for instant
              integration into any platform.  By partnering with leading content
              providers,  FinancialContent  delivers the highest quality content
              while ensuring an affordable  entry point for its clients  through
              turnkey  implementation.  The  mission of  FinancialContent  is to
              provide unparalleled value and usability for both content managers
              and end users; and


         o    StreetIQ, Inc.  (www.streetiq.com),  which provides focused online
              investment  information.  StreetIQ is the definitive  resource for
              investors  and a  leading  online  marketing  vehicle.  StreetIQ's
              mission is to promote the responsible dissemination of information
              to the investment community;


         o    Other Company Internet  properties  include  www.monsterquote.com;
              www.profitwire.com; and www.cosmozmall.com; BuckInvestor.com, Inc.
              (www.buckinvestor.com);   KingFine,  Inc.   (www.monsterpick.com);
              iTrack, Inc. (www.itrack.com).


                                      F-10

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

B.       Basis of Presentation and Organization

These  consolidated  financial  statements  represent the financial  activity of
Cosmoz  Infrastructure  Solutions,  Inc., a publicly  traded  company listed and
traded on the NASDAQ Over the Counter Bulletin Board ("OTCBB"). The consolidated
financial  statements  for the  years  ended  June 30,  2001 and 2000  have been
prepared in  accordance  with  generally  accepted  accounting  principles.  The
consolidated  financial  statements  include the accounts of the Company and its
majority-owned   subsidiaries.   All   inter-company   transactions   have  been
eliminated. The Company's fiscal year ends on June 30 each year.

In December 1998, the Company  changed its focus from operating and  franchising
pretzel  kiosks,  retail stores and an automotive  service center to investments
and acquisitions of Internet-related businesses and web-based technologies.  The
Company's  Internet  acquisitions offer both a content source and an application
source for investors.  All activity  related to Pretzel  Franchising,  Inc., and
Wheel to Wheel, Inc. is shown as discontinued operations.

The equity and net loss attributable to the minority shareholder  interests that
related to the Company's  subsidiaries  are shown to be none in the consolidated
balance sheet and consolidated statement of operations,  respectively. Losses in
excess of the minority  interest in equity would be charged against the Company.
During the years  ended June 30,  2001 and 2000,  all losses  exceeded  minority
interest, and accordingly were charged against the Company.


C.       Cash and Cash Equivalents, Short and Long-Term Investments

For purposes of cash flows, the Company considers all highly liquid  investments
purchased with a maturity of three months or less to be cash equivalents,  those
with original  maturities  greater than three months and current maturities less
than  twelve  months  from the  balance  sheet  date are  considered  short-term
investments,  and those with  maturities  greater  than  twelve  months from the
balance  sheet  date  are  considered  long-term  investments.  All of  Cosmoz's
short-term investments are classified as available-for-sale at the balance sheet
dates.  Investments  classified as available-for-sale are recorded at fair value
and any  material  temporary  difference  between  the cost and fair value of an
investment  is  presented  as  a  separate   component  of   accumulated   other
comprehensive income/loss.

The  Company  invests  in  equity  instruments  of  privately  held  information
technology companies for business and strategic purposes.  These investments are
included in other  long-term  assets and are accounted for under the cost method
when ownership is less than 20%. For these non-quoted investments, the Company's
policy  is  to  regularly  review  the  assumptions   underlying  the  operating
performance and cash flow forecasts in assessing the carrying values.

                                      F-11

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

D.       Property and Equipment

Property  and  equipment  are  recorded  at cost  and are  depreciated  over the
estimated useful lives of the assets using the straight-line  method.  Estimated
useful lives for  financial  reporting  purposes are as follows:  furniture  and
fixtures,  five to seven years;  computer  hardware and  software,  three years;
leasehold  improvements,  over the shorter of five years or the lease term.  The
cost and related accumulated  depreciation of all property and equipment retired
or  otherwise  disposed of are removed  from the  accounts.  Any gain or loss is
recognized in the current period.  Various  accelerated methods are used for tax
purposes.

Maintenance  and repair costs are charged to expense as  incurred,  and renewals
and improvements  that extend the useful lives of the assets are capitalized and
added to the property and equipment.


E.       Income Taxes

The  Company  accounts  for its  income  taxes  using the  Financial  Accounting
Standards  Board   Statements  of  Financial   Accounting   Standards  No.  109,
"Accounting  for Income Taxes," which requires the  establishment  of a deferred
tax asset or  liability  for the  recognition  of future  deductible  or taxable
amounts and operating loss and tax credit carryforwards. Deferred tax expense or
benefit is recognized as a result of timing differences  between the recognition
of assets and liabilities for book and tax purposes during the year.

Deferred  tax  assets and  liabilities  are  measured  using  enacted  tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be  recovered  or settled.  Deferred tax assets are
recognized  for  deductible  temporary  differences  and operating  loss and tax
credit  carryforwards.  A  valuation  allowance  is  established  to reduce that
deferred tax asset if it is "more likely than not" that the related tax benefits
will not be realized.


F.       Revenue Recognition

The Company's  revenues are derived from three sources.  The first source is the
sale of banner  and  sponsorship  advertisements  that  appear on the  Company's
website properties.

The  Company's  standard  rates  for  banner  advertising  are based on cost per
thousand  impressions  for run of  network.  The price  depends on  whether  the
advertising  is targeted to specific  audiences  and  properties.  To date,  the
duration of the Company's  banner  advertising  commitments  has ranged from one
week to 2 months.

                                      F-12

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

F.       Revenue Recognition (continued)

Sponsorship  advertising  contracts have longer terms (ranging from one month to
one year) than  standard  banner  advertising  contracts  and also  involve more
integration with Cosmoz services,  such as the placement of buttons that provide
users with direct links to the  advertiser's Web site.  Advertising  revenues on
both banner and sponsorship  contracts are recognized ratably over the period in
which  the  advertising  is  displayed,  provided  that no  significant  Company
obligations  remain  at the end of a  period  and  collection  of the  resulting
receivable is probable.  Company  obligations  typically  include  guarantees of
minimum number of "impressions," or times that an advertisement appears in pages
viewed by users of the  Company's  on-line  properties.  To the  extent  minimum
guaranteed  impressions  are not met,  the  Company  defers  recognition  of the
corresponding  revenues  until the remaining  guaranteed  impression  levels are
achieved.  The Company has  agreements  that  provide  revenue  from  electronic
commerce  transactions.  These  revenues  are  recognized  by the  Company  upon
notification from the advertiser of revenues earned by Cosmoz.

The Company's  second source of revenues is the  distribution of  advertisements
and  reports on behalf of growth  stock  companies  via  electronic  mail to the
Company's  opt-in email  distribution  list. This opt-in email list was obtained
through marketing efforts in its family of investment-related websites.

The Company's third source of revenues is through  providing access to financial
data (e.g., stock quotes) to other Internet properties on a monthly subscription
basis.

The Company often  receives  payment in shares of stock,  in lieu of cash,  from
customers who receive  services  from its  ProfitWire  Media Group.  The Company
policy is to sell such securities within three months.


G.       Product and Web-site Development

Costs incurred in the development of new products or properties and enhancements
to existing  products  are  charged to expense as  incurred.  Material  software
development  costs incurred  subsequent to the  establishment  of  technological
feasibility are  capitalized.  Technological  feasibility is determined based on
the completion of a working model.  The Company has not  capitalized any website
development costs.


H.       Capitalized Computer Software

During the two years in the period  ended June 30,  2001,  no internal  software
development  costs were  capitalized  as the costs  incurred  between  achieving
technological  feasibility  and  product  release  were  minimal.  Research  and
development costs, including the design of product enhancements, are expensed as
incurred. The Company has not capitalized any software development costs.

                                     F-13

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

I.       Advertising Costs

All  advertising  costs are expensed as incurred.  Advertising  expense  totaled
approximately $- 0 - and $359,197 in 2001 and 2000, respectively.


J.       Marketable Securities

The Company's marketable  securities are classified as  available-for-sale as of
the balance sheet date and are reported at fair value, with unrealized gains and
losses,  net of tax recorded in  shareholders'  equity.  The Company invests its
excess  cash in mutual  funds and equity  securities  traded on  national  stock
markets.  Realized gains or losses and permanent  declines in value,  if any, on
available-for-sale  securities  are  reported  in other  income  or  expense  as
incurred.  The  Company  recorded  a net  unrealized  gain  on  these  types  of
investments of $-0-and $28,049 in 2001 and 2000, respectively.

The Company  invests in equity  instruments  of  privately  held,  Internet  and
information  technology  companies  for business and strategic  purposes.  These
investments are included in other  long-term  assets and are accounted for under
the  cost  method  when  ownership  is  less  than  20%.  For  these  non-quoted
investments,  the  Company's  policy  is to  regularly  review  the  assumptions
underlying  the operating  performance  and cash flow forecasts in assessing the
carrying  values.  The  Company  identifies  and  records  impairment  losses on
long-lived assets when events and circumstances indicated that such assets might
be impaired. To date, no such impairment has been recorded.


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.

Management  makes  estimates that affect reserves for  discontinued  operations,
deferred   income  tax  assets  and  reserves  for  any  other   commitments  or
contingencies.  Any adjustments  applied to estimates are recognized in the year
in which such adjustments are determined.



                                      F-14


<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

L.       Earnings per Share

The Company  follows  SFAS No. 128,  "Earnings  per  Share,"  which  establishes
standards for computing and presenting earnings per share ("EPS") and applies to
entities with publicly held common stock or potential common stock.

Basic EPS is computed  by dividing  net income  (loss) by the  weighted  average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution that could occur from common shares  issuable  through stock
options,  warrants  and other  convertible  securities  when the effect would be
dilutive.  Shares issued during the period and shares repurchased by the Company
are weighted for the portion of the period that they were  outstanding  for both
basic and diluted EPS calculations.

The  difference  between  Basic and  Diluted  EPS would be due to the  effect of
dilutive  stock  options  and  warrants.  However,  the  Company had no dilutive
securities in 2001 and 2000.


M.       Segments of an Enterprise and Related Information

The Company follows SFAS No. 131,  "Disclosures  about Segments of an Enterprise
and  Related  Information."  SFAS  No.  131  requires  that  a  public  business
enterprise  report  financial and descriptive  information  about its reportable
operating  segments on the basis that is used internally for evaluating  segment
performance and deciding how to allocate resources to segments.  The Company has
reported its franchising  operations in Canada as discontinued  operations,  and
the results of its Internet operations as continuing operations.  Currently, the
Company operates in only one segment.


N.       Comprehensive Income

The Company adopted SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and presentation of comprehensive income and
its  components  in a full set of  financial  statements.  Comprehensive  income
consists  of net income and  unrealized  gains  (losses) on  available  for sale
marketable  securities  and is  presented  in  the  consolidated  statements  of
shareholders'  equity and  comprehensive  income.  The  Statement  requires only
additional  disclosures in the  consolidated  financial  statements and does not
affect the Company's financial position or results of operations.


                                      F-15

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

O.       Business Risks and Credit Concentrations

The Company operates in the Internet industry segment,  which is relatively new,
rapidly  evolving  and highly  competitive.  The Company  relies on  third-party
suppliers of topical and relevant information content. There can be no assurance
that the Company will be able to continue product development and secure content
sufficient to support its operations.

Financial  instruments  that  potentially  subject  the  Company to  significant
concentration of credit risk consist  primarily of cash, cash  equivalents,  and
short and long-term  investments.  Substantially all of the Company's cash, cash
equivalents,  and short and long-term  investments  are managed by two financial
institutions.

Accounts receivable are typically unsecured. The Company performs ongoing credit
evaluations  of its customers'  financial  condition.  It generally  requires no
collateral  and  maintains  reserves  for  potential  credit  losses on customer
accounts,  when  necessary.  Management  estimates  that  no such  reserves  are
warranted at June 30, 2001.


P.       Foreign Currency and International Operations

The functional  currency of the Company's  international  subsidiaries,  PFI and
WTW, is the Canadian dollar. The financial  statements of these subsidiaries are
translated  to US  dollars  using  year-end  rates of  exchange  for  assets and
liabilities, and average rates of exchange for the year for revenues, costs, and
expenses.  Translation  gains (losses),  which are deferred and accumulated as a
component of  shareholders'  equity,  were not significant in 2001 and 2000. Net
gains and losses  resulting from foreign  exchange  transactions are included in
the  consolidated  statement of operations and were not  significant  during the
periods presented.

International  operations  were  fully  discontinued,  and there are no  foreign
assets. There were no foreign exchange  transactions during the years ended June
30, 2001 and 2000.


Q.       Fair Value of Financial Instruments

The carrying value of certain of the financial  instruments,  including accounts
receivable,   other  current  assets,  accounts  payable  and  accrued  expenses
approximate fair value due to their short  maturities.  Based on borrowing rates
currently  available to the Company for loans with similar  terms,  the carrying
value of notes payable approximate fair value.


                                      F-16

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

R.       Recent Accounting Pronouncements

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  137  (SFAS  137),  "  Accounting  for
Derivative Instruments and Hedging  Activities-Deferral of the Effective Date of
FASB Statement No. 133." SFAS 133,  "Accounting  for Derivative  Instruments and
Hedging Activities,"  establishes methods of accounting for derivative financial
instruments and hedging activities related to those instruments as well as other
hedging  activities.  SFAS  137  defers  its  effective  date for  fiscal  years
beginning  after June 15, 2000.  The Company is currently not engaged in hedging
activities nor does it have any derivative instruments,  thus there is no impact
on the current period financial statements.

In June 1999,  the  Securities  and Exchange  Commission  ("SEC") staff released
Staff  Accounting  Bulletin No. 101 ("SAB No. 101").  "Revenue  Recognition," as
amended  by  SAB  No.  101A  and  SAB  No.  101B,  to  provide  guidance  on the
recognition,  presentation,  and disclosure of revenue in financial  statements.
SAB No. 101 explains the SEC staff's general framework for revenue  recognition,
stating that certain criteria be met in order to recognize revenue.  SAB No. 101
also addresses gross versus net revenue presentation and financial statement and
Management's Discussion and Analysis disclosures related to revenue recognition.
Management has determined that the Company's accounting policies comply with the
applicable provisions of SAB No. 101.


S.       Software Developed for Internal Use

The American  Institute  of Certified  Public  Accountants  issued  Statement of
Position  98-1 ("SOP  98-1"),  "Accounting  for the Costs of  Computer  Software
Developed or Obtained for Internal  Use." This  standard  requires  companies to
capitalize  qualifying  computer  software costs,  which are incurred during the
application  development  stage and amortize them over the software's  estimated
useful life. SOP 98-1 is effective for fiscal years beginning after December 15,
1998.  The  Company  has  adopted  SOP 98-1 and is deemed to not have a material
impact on the financial statements and related disclosures.


T.       Intangibles

Intangible assets consist of goodwill resulting from acquisition of websites and
other Internet  properties.  The difference between the fair market value of the
assets  acquired and  consideration  paid is recorded as  goodwill.  The Company
estimates that the economic  useful life of the goodwill is seven years,  and is
amortized on a straight-line basis.


                                      F-17

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

U.       Long-lived Assets

The Company  identifies and records  impairment  losses on long-lived assets and
identifiable intangible assets, when events and circumstances indicate that such
assets might be impaired.

In the fall of 2000,  the  technology  driven  NASDAQ Stock Market began a steep
decline in stock prices, particularly in the Internet and e-commerce sectors. In
early 2001,  management  of the Company  determined  that the downturn was other
than temporary.

Accordingly,  the Company  determined a SFAS 121  triggering  event had occurred
related to certain of the  tangible  and  intangible  assets.  Based on analyses
prepared by management  related to these  tangible and  intangible  assets,  the
Company  determined that certain assets had been impaired.  These assets,  which
were primarily allocated goodwill, were written down to their fair value. During
the year ended June 30,  2001,  the  Company  wrote-off  $3,083,817  of impaired
intangibles  and  investments  related  to  acquisitions  made  in the  Internet
industry.  Management  is continuing to monitor the value of such assets and may
have additional such impairment charges.


V.       Stock Based Compensation

The Company accounts for its stock based  compensation  plan based on accounting
Principles  Board  ("APB")  Opinion  No.  25. In  October  1995,  the  Financial
Accounting  Standards  Board  issued SFAS No. 123,  Accounting  for  Stock-Based
Compensation.  The  Company has  determined  that it will not change to the fair
value  method and will  continue to use APB Opinion No. 25 for  measurement  and
recognition  of any expense  related to employee  stock based  transactions.  As
such, compensation expense would generally be recorded on the date of grant only
if the current market price of the underlying stock exceeds the exercise price.

In March 2000, the FASB released  Interpretation No. 44, "Accounting for Certain
Transactions  Involving  Stock  Compensation."  This  Interpretation   addresses
certain  practice  issues  related to APB Opinion No. 25. The provisions of this
Interpretation are effective July 1, 2000, and except for specific  transactions
noted in paragraphs 94-96 of this Interpretation, shall be applied prospectively
to new awards, exchanges of awards in business combinations, modifications to an
outstanding  award,  and exchanges in grantee status that occur on or after that
date. Certain events and practices covered in this Interpretation have different
application  dates, and events that occur after an application date but prior to
July 1, 2000, shall be recognized only on a prospective basis.  Accordingly,  no
adjustment  shall be made upon  initial  application  of the  Interpretation  to
financial  statements for periods prior to July 1, 2000.  Thus, any compensation
cost measured upon initial application of this Interpretation that is attributed
to  periods  prior  to July 1,  2000  shall  not be  recognized.  The  Company's
accounting policies comply with the applicable provisions of FIN No. 44.

                                      F-18


<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


1.       Summary of Significant Accounting Policies (continued)

W.       Reclassifications

Certain   reclassifications   were  made  to  the  2000  financial   statements'
presentation in order to conform to the 2001 financial statements' preparation.



2.       Income Taxes

The Company  incurred $7,200 in state taxes for each of the years ended June 30,
2001 and 2000,  respectively.  No provision for federal taxes in the US has been
recorded  for the years ended June 30, 2001 and 2000.  The Company  incurred net
operating  losses for these periods.  The Company  incurred net operating losses
from its operations in Canada  (discontinued by September 1998), and accordingly
no provision for Canadian income taxes is recorded.

<TABLE>
<CAPTION>

        Income Before Income Taxes                              2001                    2000
                                                         --------------------    --------------------

<S>                                                      <C>                       <C>
        United States                                    $     (4,599,190)         $    (4,362,055)
        Canada                                                          -                   25,623
                                                         --------------------    --------------------
                                                         $     (4,599,190)         $    (4,336,432)
                                                         ====================    ====================


        Income Tax Provision                                    2001                    2000
                                                         --------------------    --------------------

        Current:
                 Federal                                 $              -          $             -
                 State                                              7,200                    7,200
                 Foreign                                                -                        -
                                                         ====================    ====================

        Deferred:
                 Federal                                 $              -          $             -
                 State                                                  -                        -
                 Foreign                                                -                        -
                                                         --------------------    --------------------
                                                                        -                        -
                                                         ====================    ====================

        Effective Tax Rate Reconciliation                       2001                    2000
                                                         --------------------    --------------------

        Federal income tax rate                                     (35.00%)                (34.00%)
        Change in valuation reserve                                   60.42%                  36.59%
        Other                                                       (25.19%)                 (2.36%)
        State and local taxes, net of
                 federal tax benefit                                 (0.08%)                 (0.07%)
                                                         --------------------    --------------------
                                                                       0.15%                   0.16%
                                                         ====================    ====================
</TABLE>

                                      F-19

<PAGE>


<TABLE>
<CAPTION>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


2.       Income Taxes (continued)

The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2001 and 2000:

   Deferred Tax                                                    Year Ended June 30,
   ------------                                                    -------------------
   Assets and Liabilities                             2001                                    2000
                                       ------------------------------------     -----------------------------------
                                           Federal              State              Federal              State
                                       -----------------    ---------------    -----------------    ---------------
<S>                                    <C>                  <C>                <C>                       <C>
   Deferred income tax assets:
        Net operating loss
          Carryforwards                $    2,783,972       $    488,394       $    1,683,137            205,322
        Capital loss                           23,442              6,088               19,944              5,188
        Property & equipment                   10,769              2,787                6,359              1,653
        Intangible asset
          Impairment charge                 1,079,336            277,544                    -                  -
        Other reserves                         17,500              4,500                    -                  -
        Federal benefit for
          state taxes                          62,893                  -               60,373                  -
        Other                                   5,796              1,500                3,540                920
                                       -----------------    ---------------    -----------------    ---------------

   Total deferred tax assets                3,983,708            780,813            1,773,353            213,083
                                       -----------------    ---------------    -----------------    ---------------

   Deferred income tax liabilities:
        Intangible assets                     (44,705)           (11,611)             (40,442)           (10,515)
        Unrealized investment loss                  -                  -               (2,229)              (579)
        Nondeductible reserves                (91,131)           (23,702)             (93,931)           (24,422)
                                       -----------------    ---------------    -----------------    ---------------

   Total deferred tax liabilities            (135,836)           (35,313)            (136,602)           (35,516)
                                       -----------------    ---------------    -----------------    ---------------

   Net deferred tax assets before
        valuation allowance                 3,847,872            745,500            1,636,751            177,567
   Valuation allowance                     (3,847,872)          (745,500)          (1,636,751)          (177,567)
                                       -----------------    ---------------    -----------------    ---------------

   Net deferred tax assets             $            -       $                  $            -             $    -
                                                                       -
                                       =================    ===============    =================    ===============
</TABLE>


Due to the uncertainty  surrounding the realization of deferred tax assets,  the
Company has recorded a valuation  allowance  against its net deferred tax asset.
The Company has loss carryforwards of approximately  $11,607,410 from continuing
operations,  which may be used to offset  future  United States income taxes and
which begin to expire in 2019.

                                      F-20


<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


3.       Investments

At June 30, 2001, short and long-term  investments in marketable securities were
classified as available-for-sale as follows:

<TABLE>
<CAPTION>

                                        Gross             Gross              Gross           Estimated
                                   Amortized Cost       Unrealized        Unrealized        Fair Value
                                                           Gain              Loss
                                   ----------------    -------------     --------------    --------------

    Corporate equity securities,
<S>                                       <C>          <C>               <C>               <C>
    privately-held                        204,331             -                 -             204,313
                                   ----------------    -------------     --------------    --------------

    Total                                 204,331      $      -          $      -          $  204,331
                                   ================    =============     ==============    ==============

At June 30, 2000, short and long-term  investments in marketable securities were
classified as available-for-sale as follows:

                                         Gross             Gross             Gross           Estimated
                                       Amortized        Unrealized        Unrealized         Fair Value
                                          Cost             Gain              Loss
                                      -------------    --------------    --------------     -------------

    Mutual Funds:
      Equity securities            $        10,000     $      -            (6,656)          $   3,344
                                   ----------------    -------------     --------------    --------------
    Total short-term investments
                                            10,000            -            (6,656)              3,344


    Corporate equity securities,
    privately-held                         210,982            -                 -             210,982

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


    Total                             $     220,98            -          $ (6,656)          $ 214,326
                                   ================    =============     ==============    ==============
</TABLE>

Investments in corporate equity securities of privately held companies, in which
the Company holds a less than 20% equity interest, are classified as long-term.

On April 26, 2000, eCal  Corporation,  an unrelated  entity,  ("eCal")  acquired
iPing, Inc. ("iPing").  The Company had made an early-stage investment in iPing.
The  acquisition of iPing by eCal resulted in 500,000  Series B iPing  Preferred
Stock owned by Cosmoz being converted into $375,000 (the original investment) in
cash,  plus 56,108 shares of eCal Common Stock.  Currently,  eCal is a privately
held corporation, and the value of eCal shares is not determinable.


                                      F-21


<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


4.       Stock Option Plan

On November  17, 1999,  the  Company's  board of  directors  approved the Cosmoz
Infrastructure Solutions, Inc., 1999 Stock Option Plan (the "Plan"). On December
20, 1999, the Company's shareholders,  at the Company's annual meeting, approved
the Plan, and authorized a pool of 6,000,000 shares of common stock to be issued
according  to the Plan.  Options are usually  granted at the prices equal to the
current  fair  value of the  Company's  common  stock at the date of grant.  The
vesting  period is usually  related to the length of  employment  or  consulting
contract period.

The  Board  of  Directors  has  granted   management   the  authority  to  issue
non-statutory  stock options to employees and consultants of the Company.  As of
June 30, 2001 and 2000,  the Company has  granted  options  exercisable  for the
Company's  common stock to its employees and other  eligible  participants.  The
exercise  price varies  depending on the trading price of the  Company's  common
stock on the date of issuance among other factors.

Under this plan,  no option may be exercised  after the  expiration of ten years
from the date of grant.  There are two  categories of options:  Incentive  Stock
Options (ISO) and Non-Qualified Stock Options (NSO).

ISOs are granted to employees and the purchase  price shall not be less than the
Fair  Market  Value of the  common  stock  share at the date of grant and no ISO
shall be  exercisable  more than ten (10) years from date of grant,  and, no NSO
shall be  exercisable  more than five (5) years from date of grant.  NSOs may be
granted to any  eligible  participant,  and ISO are granted only to employees of
the Company.

In general,  granted  ISO's expire three months after the  termination  date. If
employment  termination is due to cause,  the options shall expire  immediately;
and if  employment  termination  is due to permanent and total  disability,  the
options may be exercised up to one year following termination.

Stock options issued as of June 30, 2001 and 2000 are summarized as follows:
<TABLE>
<CAPTION>

                                                      2001                                   2000
                                        ----------------------------------    ----------------------------------
                                                                                                     Weighted
                                            Number            Weighted                                average
                                              of              average             Number of           exercise
                                            options         exercise price         options             price
                                        ---------------    ---------------    ----------------    --------------
<S>                                           <C>          <C>                     <C>            <C>
Outstanding at beginning of year              792,500      $          0.36         2,700,000      $         0.21
Granted                                             -                 -            1,552,500                0.98
Exercised                                           -                 -                    -                -
Forfeited/Cancelled                          (397,500)                0.92        (3,460,000)               0.40
                                        ---------------    ---------------    ----------------    --------------

Outstanding at end of year                    395,000                 0.76           792,500                0.36
                                        ===============    ---------------    ================    --------------

Exercisable at end of year                    358,611      $          0.78           434,028      $         0.32
                                        ===============    ==-============    ================    ==============
</TABLE>

                                      F-22

<PAGE>




                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


4.       Stock Option Plan (continued)

The non-statutory stock options are for periods of three to four years.  Options
to purchase 358,611 shares were vested as of June 30, 2001.

The following table summarizes information about options outstanding at June 30,
2001.

<TABLE>
<CAPTION>

                                                 Weighted        Weighted              Number
                                                  Average        Average             Exercisable
         Exercise             Number             Price per      Contractual            as of
            prices           Outstanding           Share        Life in Years       June 30, 2001
        ----------------    ---------------    --------------   ---------------     --------------

<S>           <C>             <C>                  <C>              <C>              <C>
              $0.59           320,000              $  0.59          1.80             283,611
              $1.50            75,000              $  1.50          2.07              75,000
                           ---------------                                       --------------

                              395,000                                                358,611
                           ===============                                       ==============
</TABLE>

The exercise  period for the options  range from two to four years from the date
of the grant, and have various vesting requirements.

The Company  has  adopted  only the  disclosure  provisions  of SFAS No. 123. It
applies APB Opinion No. 25 and related  interpretations  in  accounting  for its
stock option plan.  Accordingly,  during the fiscal year ended June 30, 2000, no
compensation  cost has been  recognized for its stock option plan other than for
options issued to outside third parties. If the Company had elected to recognize
compensation  expense  based  upon the fair  value at the grant  date for awards
under this plan consistent with the methodology  prescribed by SFAS No. 123, the
Company's  net loss  and loss per  share  would be  increased  to the pro  forma
amounts indicated below for the years ended June 30:
<TABLE>
<CAPTION>

                                                             2001                  2000
         Net loss:
<S>                                                    <C>                   <C>
                     As reported                       $    (4,606,390)      $    (4,336,425)
                     Pro forma                         $    (4,606,390)      $    (4,754,401)

         Basic and diluted loss per common share:
                     As reported:
                                         Basic         $        (0.065)      $        (0.071)
                                         Diluted       $        (0.065)      $        (0.071)
                     Pro forma:
                                         Basic         $        (0.065)      $        (0.078)
                                         Diluted       $        (0.065)      $        (0.078)
</TABLE>

                                      F-23

<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

4.       Stock Option Plan (continued)

Options are granted at prices equal to the current  fair value of the  Company's
common stock at the date of grant.  The vesting period is usually related to the
length of employment or consulting  contract period.  During the year ended June
30, 2000, the Company  recorded  compensation  expense  related to certain stock
options  issued with  exercise  prices  below fair  market  value of the related
common stock.  Under APB-25,  the cost of compensation is measured by the excess
of the quoted market price of the stock over the option price on the measurement
date.  This is referred to as the intrinsic value method.  The Company  recorded
compensation expense in the amount of $201,400 for the year ended June 30, 2000.
The Company did not issue any options during the year ended June 30, 2001.

The fair value of these  options  was  estimated  at the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions:  2000: dividend yield of 0%; expected volatility of 200%; risk-free
interest rate of 6.3%, and expected life of 5 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options,  which have no vesting  restrictions and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its stock options.



5.       Acquisitions

A.       Acquisition of MB Technologies, Inc.

On  May 6,  1999,  the  Company  completed  the  acquisition  of 49% of all  the
outstanding shares of MB Technologies,  Inc. ("MB"),  privately held operator of
online message boards. Under the terms of the acquisition, the Company exchanged
100,000  shares of Cosmoz  Common  Stock with a market  value of $112,800 for 98
shares of MB Technologies.  The difference between the amount paid and the value
of the pro rata share of MB's stockholders' equity was recorded as goodwill. The
Company estimated that the economic useful life of the goodwill was seven years.
The Company has an option to purchase the  remaining 51% interest in MB from its
shareholders. The historical results of MB were de minimis.

The Company exercised its option to purchase the remaining 51% interest in MB on
July 30, 1999 for 150,000  shares of Cosmoz  Common Stock with a market value of
$315,000.

                                      F-24


<PAGE>


                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


5.       Acquisitions (continued)

B.       Ivory Acquisition Corporation

On January 5, 2000, the Company  concluded the acquisition of Ivory  Acquisition
Corporation  ("Ivory"),  a fully reporting company under regulation 12(g) of the
Securities  Exchange Act of 1934.  Ivory has no material  assets or liabilities.
The  business  combination  will be  accounted  for under the pooling  method of
accounting.  The  operations  of Ivory  prior to the  acquisition  date  were de
minimis.

The Company paid the transaction costs of acquisition (primarily legal fees) and
initial filing fees in the amount of $100,000. The Company issued 250,000 shares
of its common stock in exchange for all the  outstanding  common stock of Ivory.
The  acquisition  was accounted for under the pooling method in accordance  with
the provisions of APB 16.


C.       StreetIQ.com, Inc.

On August 9, 1999,  the Company  completed the  acquisition  of all  outstanding
shares of StreetIQ.com,  Inc.  ("StreetIQ"),  a privately-held  online financial
information  content  provider and publisher of "whisper  numbers",  through the
issuance of 400,000  shares of Cosmoz's  Common  Stock,  with a market  value of
$800,000. The acquisition was accounted for as a purchase in accordance with the
provisions  of APB 16. Under the  purchase  method of  accounting,  the purchase
price was  allocated to the assets  acquired and  liabilities  assumed  based on
their fair values at the date of the acquisition. The excess purchase price over
the  estimated  fair value of the assets  acquired and  liabilities  assumed was
allocated to goodwill.  Results of  operations  for StreetIQ  were included with
those  of the  Company  subsequent  to the  date  of  acquisition.  The  Company
estimated  that the economic  useful life of the  goodwill was seven years.  The
historical financial results of StreetIQ were de minimis.


D.       iTrack.com, Inc.

In October  1999 Cosmoz  through an asset  purchase  agreement  acquired all the
assets  of  iTrack.com,   Inc.  ("iTrack"),  a  privately  held  online  auction
monitoring  site.  Under  the  proposed  terms of the  acquisition,  iTrack  was
acquired by Cosmoz in exchange for  1,275,000  shares of Cosmoz's  Common Stock,
with a market value of $1,722,594.  The  acquisition was accounted for under the
purchase method in accordance with APB 16. The historical  operating  results of
iTrack were not considered significant.


                                      F-25


<PAGE>



                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

6.       Discontinued Operations

The  Company's  management  and its Board of  Directors  decided to  discontinue
operations  in  Canada  as of July  1998.  Operations  in  Canada  consisted  of
operating and  franchising  "Pretzel  Twister"  stores,  and the operation of an
automotive  service center "Wheel to Wheel".  To implement  this  decision,  the
Company concluded the following transactions:


A. On August 31, 1998,  the Company  abandoned all operations of Wheel to Wheel,
including its facilities  lease. The Company disposed of the assets of the Wheel
to Wheel  store and used the  proceeds  to settle  liabilities  to the extent of
available funds.


B. In July 1998, the Company  abandoned all  operations of Pretzel  Franchising,
Inc. The Company  informed its franchisees  that PFI will cease to operate,  and
the Company operated store in Toronto, Ontario was closed.


In consideration of the issues listed above, the Company maintains a reserve for
potential  loss  contingencies  from  discontinued  operations of  approximately
$60,000.

There are no  assets  associated  with or from  discontinued  operations  on the
balance sheet.  The  liabilities  attributable  to  discontinued  operations are
identified as such on the balance sheet. There were no net sales attributable to
discontinued operations in 2001 and 2000. Income from discontinued operations of
$25,623 for the year ended June 30,  2000 is reported  net of income tax expense
(benefit), which was zero.



7.       Common Stock Transactions

The Company concluded  several private  placement  offerings of its common stock
during  2001 and 2000 and  converted  short-term  debt into  common  stock.  The
Company  raised  approximately  $600,000  and $400,000 in cash in 2001 and 2000,
respectively,  from these  placements.  The Company also issued  common stock to
individuals and companies in lieu of cash compensation.

On February 10, 1999, the Company issued warrants to purchase  4,000,000  shares
of its common stock at an exercise price of $0.75. The warrants are for a three-
year period and expire on February 9, 2002.

                                      F-26

<PAGE>


                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

7.       Common Stock Transactions (continued)

On January 10, 2000, the Company issued  3,375,000 shares of its common stock to
three  executive  officers,  who are also  directors of the Company,  and to one
employee.  This  distribution  was made to secure the services of these officers
and employee, and to serve as a continuing incentive to remain with the Company.
The Company, these officers and one employee subsequently canceled all 3,375,000
shares.  These financial  statements give retroactive effect to this transaction
in calculating the weighted average of shares outstanding.

The Company issued 50,000 shares of its common stock to an individual in lieu of
cash compensation,  which had a market value of $75,000 in exchange for drafting
weekly  articles for  publishing  on the  Company's  websites.  The Company also
issued common stock to  individuals  and companies in lieu of cash  compensation
for services provided to the Company.

On May 6,  2000,  the  Company  signed  a  subscription  agreement  with  Tupelo
Investment Co., Ltd. to purchase  3,030,303  shares of the Company's  restricted
common  stock  at a  discount  from  market  price of $0.33  per  share,  for an
aggregate consideration of One Million Dollars ($1,000,000). Total payment shall
be made  in five  equal  monthly  installments  commencing  May 31,  2000.  Each
installment  payment  shall be paid no later  than 30th of the  month  until the
aggregate  amount of $1,000,000 is fully paid. As of June 30, 2001,  the Company
had received $600,000 in payment from Tupelo Investment under this agreement.

On June 26, 2000, the Company  entered into an investment  agreement with Swartz
Private Equity, LLC ("Swartz").  According to this investment agreement,  Cosmoz
may, in its sole  discretion and subject to certain  restrictions,  periodically
sell shares of its common stock to Swartz. The sale of shares is called a "put".
Under the  investment  agreement,  the Company may sell up to $20,000,000 of its
shares.  The Company may begin putting shares when the shares become registered,
in accordance  with the Securities and Exchange Act of 1933, and for three years
after.  The  investment  agreement  allows the  Company to choose to sell common
stock to  Swartz at times  that it  decides  are  advantageous.  The  investment
agreement is not a debt instrument. Any put exercised by the Company is the sale
of common stock and not a loan. The investment agreement with Swartz operated as
follows:

o        Cosmoz is  permitted to sell to Swartz up to  $20,000,000  worth of its
         common stock;

o        The  Company  determines  number of  shares  that it wishes to issue to
         Swartz, but the amount it sells is subject to volume limitations;

o        Swartz pays the  Company  either the market  price of the common  stock
         less 7.5 cents, or 91% of the market price, whichever is less;

o        Swartz may either hold the shares, or sell them in the public market;

                                      F-27
<PAGE>


                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

7.       Common Stock Transactions (continued)

o        The Company also issued a warrant to Swartz as part of this agreement;

o        Specifically,  it issued warrants which are convertible  into 2,400,000
         shares of common stock.  Warrants for 1,200,000 shares bear an exercise
         price of $0.375,  which is based upon the lowest  closing price for the
         five days  preceding  June 26, 2000.  The other  warrants for 1,200,000
         shares bear an exercise  price that is the lower of the lowest  closing
         price  for the 5  trading  days  prior  to the  effective  date of this
         registration  statement;  or the lowest closing price for the 5 trading
         days  prior to  October  27,  2000.  The  exercise  price is subject to
         adjustment every six (6) months and is tied to the lowest closing price
         for the five trading days preceding the adjustment;

o        Swartz also has the right to additional warrants. Specifically,  Swartz
         is  entitled  to  warrants  for 10% of the  number of  shares  that the
         Company sells to them under this  agreement.  The price per share under
         these  warrants  will be 110% of the market  price when the  warrant is
         issued.  The  exercise  price is  subject to  adjustment  every six (6)
         months and is tied to the  lowest  closing  price for the five  trading
         days preceding the adjustment.


This  investment  agreement  with  Swartz  has  expired,  however,  there  is  a
liquidation-damages  clause.  The  Company  did not  fully  comply  with all the
provisions of this agreement. Accordingly, the Company has recorded a reserve of
$50,000 for potential liquidation damages.

Warrants

A summary of the Company's  outstanding warrants as of June 30, 2000 and 1999 is
presented below:

<TABLE>
<CAPTION>
                                                                                     Exercise
                                                            Shares                     Price
                                                       -----------------       ---------------
<S>                                                   <C>                          <C>
                  Outstanding at June 30, 1998                 -                         -

                  Issued                                     4,000,000           $       0.75
                                                       -----------------

                  Outstanding at June 30, 1999               4,000,000           $       0.75

                  Issued                                     2,400,000           $       0.375
                                                       -----------------

                  Outstanding at June 30, 2000               6,400,000
                                                       =================
</TABLE>

                                      F-28

<PAGE>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


7.       Common Stock Transactions (continued)

Warrants (continued)

The warrants  issued in 2000 have a clause that causes the exercise  price to be
adjusted down,  based on the quoted share price measured on certain  incremental
measurement dates. The warrants expire 3-5 years from the date of grant.

As of June 30, 2001, the Company has not repriced the warrants due to the market
price of the shares  decreasing,  and Swartz has not requested that the warrants
be  repriced.  Swartz has the option to reprice  warrants to purchase  1,200,000
shares of common stock.



8.       Related Party Transactions

The  following  transactions  occurred  between the Company and certain  related
parties:

A.       Asia Pacific Ventures

Asia Pacific  Ventures (APV) is a company whose  headquarters  are in Hong Kong,
and its authorized  representative  was Wilfred Shaw, the current CEO of Cosmoz.
APV has loaned money to the Company in previous  years.  The net of advances due
from  shareholders and officers consists of overpayments by Cosmoz on loans made
by APV to the Company.  Additionally,  APV is a shareholder holding greater than
10% of the outstanding  common stock of the Company and whose current authorized
representative  is a  family  member  of  Wilfred  Shaw.  The  amount  due  from
shareholder at June 30, 1999 was $188,142. This amount was repaid in full to the
Company in January 2000. In February 2000, APV advanced to the Company $250,000.
The note is payable  upon demand and bears an annual  interest  rate of 12%, and
the  balance  as of June 30,  2000 is  $150,000.  This  amount was repaid by the
Company during the year ended June 30, 2001.


B.       Common Stock Issued to Related Parties

Amounts due related  parties that were converted to common stock during the year
ended June 30, 2001, are as follows:

<TABLE>
<CAPTION>

                                                                 Shares                 Amount
                                                            -----------------     -------------------

<S>                                                               <C>             <C>
           Amounts due to SharpManagement                         15,000,000      $         360,000
                                                            -----------------     ------------------

                                                                  15,000,000      $         360,000
                                                            =================     ==================
</TABLE>

There were no  conversions  of notes  payable  into common stock during the year
ended June 30, 2000.

                                      F-29

<PAGE>


                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

8.       Related Party Transactions (continued)

C.       Wilfred Shaw

The following  transactions took place between the Company and Wilfred Shaw, the
CEO and Chairman of the Board of Directors: The Company received an advance from
Wilfred  Shaw  of  $596,875  in the  form of  publicly  traded  securities.  The
borrowing  does not bear any interest,  and it was due on demand.  In 2000,  the
corporate equity  securities were returned to Mr. Shaw in full settlement of the
outstanding debt.

On May 2, 1999, the Company advanced Mr. Shaw $900,000 in a non-interest bearing
note. In 2000, Mr. Shaw repaid the Company in full.

Mr. Shaw has  $60,000 in  director  fees due from the Company for serving as the
Chairman of the Board of Directors  for the period  prior to June 30, 1998.  The
amount is included in the liabilities for discontinued operations.

On July 31, 2001, the Company entered into a securities  purchase agreement with
Mr. Shaw,  pursuant to which Wilfred Shaw purchased  76,528,082 shares of Common
Stock in exchange for a $100,000 cash investment.


D.       Sharpmanagement.com, LLC

The  Company  has signed a  consulting  contract  with  Sharpmanagment.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract the Company is required to pay an initial  payment of $180,000 and
a payment of $15,000 per month for each month that Mr. Shaw provides services to
the Company.  The payment amount due to Mr. Shaw was reduced to $5,000 per month
effective  April 1, 2001.  This agreement is in effect until April 30, 2002. Mr.
Wilfred Shaw is a majority  owner of  SharpManagement.com.  As of June 30, 2001,
SharpManagement is due $60,000.

Effective as of January 16, 2001, the company  arranged for the satisfaction and
discharge of the amount owed to SharpManagement,  LLC for deferred  compensation
in the amount of  $360,000  owed from the  Company to  SharpManagement,  LLC. In
consideration for the satisfaction of the amount,  the Company was instructed by
SharpManagement to issue the corresponding  15,000,000 Shares of Common Stock to
Corworth.


E.       Convertible Notes

In 2001, the Company issued $25,000  principal amount of 12% convertible  notes,
which are due on demand after 30 days to a related party, (Tupelo  Investments),
in a private  placement.  The notes are  convertible  into common  shares of the
company at discount of 50% from the market price on the date of conversion.  The
option to convert  the notes to common  stock is at the  discretion  of the note
holder.  The  principal  amount of the note is  collateralized  by the company's
investment  in Ridgewood  Capital  Venture Fund. No costs were incurred to issue
the debt.
                                      F-30
<PAGE>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

8.       Related Party Transactions (continued)

F.       Notes Payable to Shareholders

In 2001, Tupelo Investments, a shareholder, advanced to the Company $63,517, and
another  shareholder  advanced  to the company  $20,000.  These notes are due on
demand and bear an annual interest rate of 12%.



9.       Commitments and Contingencies

A.       Legal

The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations, including claims
of  alleged  infringement  of  trademarks,  copyrights  and  other  intellectual
property rights.  The Company is not currently aware of any legal proceedings or
claims that the Company believes will have,  individually or in the aggregate, a
material  adverse  effect on the  Company's  financial  position  or  results of
operations.


B.       Operating Leases

The Company  signed a lease  termination  agreement on March 27, 2000 with G & I
Howard,  LLC in connection  with its previously  leased  principal  office at 55
Hawthorne Street, Suite 550, San Francisco,  California, 94105. The Company paid
a $3,081 termination fee. The lease termination agreement constitutes a full and
final accord and  satisfaction  and general release from any and all obligations
and liabilities in connection with the lease.

On March 1, 2000, the Company's principal executive offices relocated to a 5,900
square foot facility at 1515 S. El Camino Real, Suite 100, San Mateo, California
94402.  The Company leased the facility under a 3-year agreement that terminated
on February 28, 2003,  with no renewal  option.  In December  2000,  the Company
concluded a lease termination agreement that constitutes a full and final accord
and   satisfaction  and  general  release  from  any  and  all  obligations  and
liabilities in connection with the lease.

On December 21, 2000, the Company's  principal  executive offices relocated to a
1,500 square foot facility at 199  California  Drive,  Suite 207,  Millbrae,  CA
94030.  The  Company  leases  the  facility  under an  18-month  agreement  that
terminates  on June 21,  2002,  with the option to renew for an  additional  six
months.  The  aggregate  rental rates for the entire  facility for the six-month
period  ending June 21, 2001 and the year ending June 21, 2002,  are $23,456 and
$46,911 respectively. All operations including system development,  control, and
maintenance are performed at this facility.

For the years  ended June 30,  2001 and 2000,  rent  expense  was  $168,042  and
$146,707, respectively.

                                      F-31

<PAGE>


                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

9.       Commitments and Contingencies (continued)

C.       Equipment Leases

The Company is currently in default under  non-cancelable  lease  agreements for
its  office  equipment  (e.g.,  computer  equipment).  Management  is  currently
attempting to achieve a settlement  with these vendors.  The Company has removed
the underlying  assets but maintains a reserve of $9,762 for settlement of these
liabilities.  The  Company  recorded  a loss of $9,762 as a  component  of other
expense in year ended June 30, 2001.



10.      Going Concern Uncertainties

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going  concern.  However,  the  Company has  experienced  recurring
operating  losses  and  negative  cash  flows  from  operations.  The  Company's
continued existence is dependent upon its ability to increase operating revenues
and/or raise additional equity financing.

In view of these matters, management believes that actions presently being taken
to expand the  Company's  operations  and to continue its  web-site  development
activity provide the opportunity for the Company to return to profitability. The
Company's  focus  on  strategic  technological   investments  will  improve  the
Company's cash flow,  profitability,  and ability to raise additional capital so
that it can meet its strategic objectives.

Management  raised  additional  capital during the year, and is currently in the
process of negotiating additional equity financing with potential investors. The
Company has raised an  additional  $100,000  subsequent  to June 30,  2001.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



11.      Impairment Write-Down Recognized as a Result of the Financial Condition
         and Operating Results of the Company

During the year ended June 30, 2001, the Company recorded a goodwill write-down,
which substantially  reduced all remaining goodwill associated with its Internet
properties (BuckInvestor, MB Technologies,  iTrack and StreetIQ) of the Company.
Goodwill was determined to have been impaired  because of the current  financial
condition  of the  Company  and  the  Company's  inability  to  generate  future
operating income without  substantial sales volume  increases,  which are highly
uncertain.  Furthermore,  the Company's  anticipated  future cash flows indicate
that the recoverability of goodwill is not reasonably assured. Prior to December
2000,  goodwill was being  amortized using the  straight-line  method over seven
years. The write-down of goodwill and other intangible  assets, in the amount of
$3,083,817, is included as a component of operating expenses.
                                      F-32
<PAGE>


                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

12.      Registration Statement

In August 2000, the Company filed a Registration Statement, Form S-1, pertaining
to the sale of 26,666,667  shares of its common stock,  of which none are issued
and outstanding, and the shares are issuable upon exercise of "put" options with
Swartz  and for  shares  issuable  under  warrants  outstanding.  The shares are
issuable upon sale or exercise of securities,  which were issued, by the Company
in private placement transactions.

On July 11, 2001,  the Company  applied to the  Securities  Exchange  Commission
("Commission")  to withdraw its Form S-1  Registration  Statement filed with the
Commission on August 24, 2000,  (file No.  333-44406).  The Form S-1 had not yet
taken effect, and was withdrawn because the information provided in the Form S-1
was out of date and no longer  accurate  given the  changes  within the  Company
since the filing of the  registration  statement.  Further,  the  decline of the
share  price  of the  Company's  common  stock  since  the  filing  of  the  S-1
Registration  Statement on August 24, 2000 rendered the  subscription  agreement
underlying the  registration  statement  unworkable.  The Company  maintains the
right to require Swartz to purchase Put Shares  automatically  terminated  under
the investment agreement on June 26, 2001.



13.      Subsequent Events

Management  of the Company is  utilizing  the Written  Consents in order to save
expense and time in restructuring certain aspects of the Company.

Certain  shareholders of the Company having more than fifty percent (50%) of the
issued and outstanding shares of the Company's common stock (the "Common Stock")
have indicated, through written consents, the following:

(i)      a  Resolution   dated  August  7,  2001,   to  amend  the  Articles  of
         Incorporation  of the  Company,  as amended,  to increase the number of
         shares authorized for issuance from 200,000,000 to 900,000,000;

(ii)     a Resolution  dated August 7, 2001 to acquire the minority  held shares
         of FinancialContent.com, Inc.;

(iii)    a   Resolution   dated   August  7,  2001  to  amend  the  Articles  of
         Incorporation  of the  Company  to change  the name of the  Company  to
         FinancialContent, Inc.; and

(iv)     a Resolution dated August 7, 2001 to approve a reverse stock split at a
         ratio  between  1-for-20 to  1-for-80,  as  determined  by the Board of
         Directors of the Company to be in the best interests of the Company.

                                      F-33

<PAGE>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


13.      Subsequent Events (continued)

Shareholders representing 75.937% of the currently issued and outstanding shares
of Common  Stock,  have  executed  the Written  Consents,  thereby  ensuring the
increase of the number of shares authorized for issuance, the acquisition of the
minority held shares of  FinancialContent.com,  Inc.,  the change of the name of
the Company to FinancialContent, Inc., and the reverse stock split.

The shares that the Board will issue to acquire the minority  held  interests of
FinancialContent.com,  Inc. will have a dilutive  effect upon the  percentage of
equity owned by present stockholders in the Company. However, the Board believes
that the benefits of increasing its ownership interests in FinancialContent.com,
Inc. may outweigh the dilutive effects to the Company's  current equity holders.
The  issuance  of the  additional  shares  might be  disadvantageous  to current
stockholders in that the issuance would potentially  reduce per share dividends,
if any.


A.       Acquisition of Minority Interests in FinancialContent.com, Inc.

The   purpose   for   the    acquisition   of   the   minority    interests   in
FinancialContent.com,  Inc. is as follows: The Company is currently the majority
shareholder of FinancialContent.com, Inc. The minority shareholders have offered
to exchange shares of FinancialContent.com,  Inc. for shares of the Company. The
Directors believe the acquisition of the minority shares of  FinancialContent to
be a  compelling  investment  opportunity  for the  Company  that will  increase
opportunities for both  FinancialContent.com,  Inc. and the Company. The Company
may issue up to  50,000,000  shares of common  stock to acquire the  interest of
minority shareholders of FinancialContent.com.


B.       Authorization of Change of Name

The purpose for the name change is to have a corporate name that is in line with
the nature of company's  business and fits into the long-term business direction
that the corporation is positioning itself. Upon acquiring 100% of the shares of
FinancialContent.com,  Inc.,  the  Company  intends  to  focus on  building  and
developing the business of FinancialContent.com, Inc.


C.       Authorization to Effect a Reverse Stock Split

There are various reasons for the proposed  Reverse Split, the foremost of which
is to increase the price of the Company's  traded Common Stock,  which the Board
believes  would  foster  confidence  in the Company  and assist it in  obtaining
financing on more favorable terms than otherwise might be available

Another  projected  benefit of the  Reverse  Split  would be a very  substantial
reduction in the  transaction  costs  associated  with trading in the  Company's
Common  Stock.  In most cases,  trading  costs  include both  "brokers"  trading
commissions and the "indirect cost" of "dealer  markup," that is, the difference
between the buying and selling  prices of dealers in a given stock (the "bid-ask
spread")

                                      F-34

<PAGE>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


13.      Subsequent Events (continued)

C.       Authorization to Effect a Reverse Stock Split (continued)

Further,  the Board of Directors  believes  that the  reduction in the number of
common shares outstanding,  without any corresponding material alteration in the
economic  composition of the Company or the relative interests of the securities
holders would thus likely enhance the public and institutional perception of the
Company's  Common  Stock  and  thus  increase  investor  interest.  However,  no
assurance  can be given that the market price of the Common Stock will  increase
in direct proportion to the ratio of the Reverse Split.

Pursuant to the Reverse Stock Split,  each holder of shares of Common Stock (the
"Old Common Stock")  immediately prior to the effectiveness of the Reverse Stock
Split will  become the holder of fewer  shares of Common  Stock (the "New Common
Stock")  after  consummation  of the Reverse  Stock Split.  Although the Reverse
Stock Split, will not, by itself, impact the Company's assets or properties, the
Reverse Stock Split could result in a decrease in the Company's aggregate market
value.  The  Reverse  Stock  Split will not result in some  stockholders  owning
"odd-lots."  All fractional  share holdings shall be rounded up to whole shares.
For example,  if a shareholder  owns 100 shares of Old Common Stock,  after a 60
for 1 Reverse Stock Split,  that shareholder will now own 2 shares of New Common
Stock, not 1 2/3 shares of New Common Stock.

Based on approximately 155,999,558 shares of Common Stock issued and outstanding
as of  September  19,  2001,  the  following  table  reflects  a  range  of  the
approximate  percentage  reduction in the outstanding shares of Common Stock and
the  approximate  number of shares of Common Stock that will be outstanding as a
result of the Reverse Stock Split (not  accounting for any proposed  increase in
authorized shares as described above):

           Proposed Reverse         Percentage       Shares To Be
              Stock Split           Reduction        Outstanding
         ----------------------    -------------    ---------------
               1 for 20                   95.0%          7,799,978
               1 for 30                   96.7%          5,199,986
               1 for 40                   97.5%          3,899,989
               1 for 50                   98.0%          3,119,992
               1 for 60                   98.4%          2,599,992
               1 for 70                   98.6%          2,228,566
               1 for 80                   98.8%          1,949,995



All outstanding  options,  warrants,  rights and convertible  securities will be
appropriately  adjusted  for  the  Reverse  Stock  Split  automatically  on  the
effective  date of the Reverse Stock Split.  The Reverse Stock Split will affect
all  stockholders  equally and will not affect any  stockholder's  proportionate
equity interest in the Company except for those  stockholders  whose  fractional
shares will be rounded up.

                                      F-35

<PAGE>

                      COSMOZ INFRASTRUCTURE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2001 AND 2000


13.      Subsequent Events (continued)

C.       Authorization to Effect a Reverse Stock Split (continued)

None of the rights currently accruing to holders of the Common Stock, options or
warrants to purchase  Common Stock or securities  convertible  into Common Stock
will be affected by the Reverse Stock Split.  Following the Reverse Stock Split,
each share of New Common Stock will  entitle the holder  thereof to one vote per
share and will otherwise be identical to one share of the Old Common Stock.

It is not anticipated that the financial condition,  the percentage ownership of
management,  the number of stockholders or any aspect of the Company's  business
would change materially because of the Reverse Stock Split.
                                      F-36
<PAGE>