SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                             ----------------------

                                    FORM 10-K

       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                   (Mark One)
       (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       For Fiscal Year Ended June 30, 2000

     ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

       For the Transition Period From________________ to ________________

                                Commission File:

                                Cosmoz.com, Inc.
             (Exact name of registrant as specified in its charter)

                  Delaware                               94-3319536
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

                     Address of principal executive offices:
               1515 S. El Camino Real San Mateo, California 94402
      Registrant's telephone number: Voice: 650/358 1188 Fax: 650/358 0188

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

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

                                (Title of Class)
                         Common Stock, $0.001 par value

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
of Regulation  S-K 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-K or any amendment to this
Form 10-K.                                                                   [ ]

The approximate aggregate market value of Common Stock held by non-affiliates of
the Registrant was $10,685,259 as of September 25, 2000.

On September 25, 2000,  the  Registrant  had  outstanding  64,514,849  shares of
voting Common Stock, $.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE


                                       1
<PAGE>

          TABLE OF CONTENTS  FORM 10-K ANNUAL  REPORT FISCAL YEAR ENDED JUNE 30,
2000 COSMOZ.COM, INC.
<TABLE>
<CAPTION>

<S>                                                                                                <C>
   PART I...........................................................................................3
   ------
ITEM 1. OUR BUSINESS................................................................................3
--------------------
ITEM 2. OUR PROPERTIES..............................................................................5
----------------------
ITEM 3. LEGAL PROCEEDINGS...........................................................................5
-------------------------
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........................................5
----------------------------------------------------------

   PART II..........................................................................................5
   -------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................5
---------------------------------------------------------------------------------
ITEM 6. SELECTED FINANCIAL DATA.....................................................................8
-------------------------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......10
---------------------------------------------------------------------------------------------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................................19
---------------------------------------------------
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......43
--------------------------------------------------------------------------------------------

   PART III........................................................................................43
   --------
ITEM 10. OUR DIRECTORS AND EXECUTIVE OFFICERS......................................................43
---------------------------------------------
ITEM 11. EXECUTIVE COMPENSATION....................................................................43
-------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............................45
-----------------------------------------------------------------------
ITEM 13. RELATIONSHIPS AND RELATED TRANSACTIONS....................................................45
-----------------------------------------------

   PART IV.........................................................................................46
   -------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K..........................46
-------------------------------------------------------------------------
   SIGNATURES......................................................................................48
   ----------
</TABLE>


                                       2
<PAGE>




                                     PART I

ITEM 1. OUR BUSINESS

Company Overview

We are an  accelerator/incubator  company that  develops  and acquires  Internet
companies.  We provide strategic consulting,  business services and seed capital
to emerging  companies  that are developing  Internet web sites or  web-enabling
technologies.   We  also   showcase  our   portfolio   of  holdings   through  a
consumer-friendly marketing portal.

We were  incorporated  in the State of  Delaware  on October  15,  1996,  as MIS
International,  Inc.,  which merged with MIS  Multimedia  Interactive  Services,
Inc., a Canadian Corp., on July 1, 1997. We changed our name to Cosmoz.com, Inc.
on  December  17,  1998.  On January  5, 2000,  we  acquired  Ivory  Acquisition
Corporation,  a fully reporting blank check company.  Following the acquisition,
we thus became the reporting company under Rule 12g-3 of the Securities Exchange
Act of 1934. Presently, our headquarters are located in San Mateo, California.

MIS  Multimedia  Interactive  Services,  Inc.  and  its  subsidiaries,   Pretzel
Franchising,   Inc.  and   Wheel-to-Wheel   Franchising,   Inc.,   all  Canadian
Corporations,  were  engaged in the  business  of  operating  retail  stores and
selling  franchise  licenses.  We ceased all Canadian  operations  by January 1,
1999, and our Canadian subsidiaries are inoperative and we are presently winding
up their  affairs.  In early  1999,  concurrently  with our name  change and the
termination of our Canadian operations, we developed our current business model.
Therefore,   our  financial   information  prior  to  January  1,  1999  is  not
instructive.

Current Operations

We  offer a  network  of  branded,  technology-  and  community-driven  Internet
Websites focused on personal finance,  investing,  Internet search,  business to
business  commerce and games.  Between  April 1999 and October 1999, we acquired
five  wholly  owned  subsidiaries  shares  of our  common  stock  were  the sole
consideration in our acquisition of these five entities:

    o    BuckInvestor.com, Inc., which operates BuckInvestor.com.
    o    KingFine, Inc., which operates MonsterPick.com.
    o    MB Technologies, Inc., which operates TickerZone.com.
    o    StreetIQ.com, Inc., which operates StreetIQ.com.
    o    iTrack, Inc., which operates iTrack.com.

BuckInvestor.com presents investment information, financial advice and education
via an  Internet  Web site.  Featured  services  include  original  articles  on
investment basics,  personal financial advice, daily market news, and commentary
from certified  financial  consultants,  stock quotes, and message boards.  Also
featured is a large online directory of approximately  700 investment clubs from
around the world.

MonsterPick.com  provides personal online investing  information and day trading
contests.  MonsterPick.com  members scoring the greatest  cumulative  gains each
month  based  on  their  stock  picks  win  prizes   provided  by  sponsors  and
advertisers.  MonsterPick.com  is undergoing  upgrades and recently  launched an
operative and improved version, which we are testing.

TickerZone.com is an Internet-based message board community.  The TickerZone.com
technology  also  serves as the  message  board  software  engine  for our other
properties such as FinancialContent.com and BuckInvestor.com.

StreetIQ.com  serves as a women's  Internet  Web site  community  with a primary
focus on finance and investing.  The service offers stock quotes, personal stock
portfolios, stock research, broker ratings, initial public offering information,
free  electronic  mail,  and a  variety  of  commentary  and  discussion  forums
targeting women.

iTrack.com is a personalized  online  auction  monitoring  service.  The service
based upon criteria  provided by customers  monitors auctions that take place on
Ebay.com, Yahoo, Amazon.com,  Auction Universe,  BoxLot, Gold's Auctions, Haggle
Online, OnSale.com, Ubid.com, and Xoom Auctions.

                                       3
<PAGE>

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.

We  have  also  recently  formed  two  subsidiaries,   FinancialContent.com  and
ProfitWire.com, and one internal division, FirstParsec.

FinancialContent.com   combines  and  formats  the  existing  content  from  our
investment-related  websites  and  redistributes  this  content  to third  party
websites  which then  offer the  content to end  users.  This  service  has been
extremely  popular  in the few  months it has been  offered,  already  garnering
several hundred redistributors.  FinancialContent.com  provides the combined and
reformatted  content to third parties without charge,  but controls the content,
appearance and advertisements that are ultimately fed to end users.

ProfitWire.com   is  a   full-service   investor   relations   firm  offering  a
comprehensive package of online and offline news dissemination and communication
management  solutions.  ProfitWire is geared toward the needs of emerging  small
cap companies.

FirstParsec  is a  division  that  offers  incubation/acceleration  services  to
companies  in the concept or early  development  stage.  Companies  selected for
incubation  are given  resources  and support to  accelerate  their goals as set
forth in each  candidate's  business  plan.  Through this  division,  we aid our
clients  in  implementing  their  product   development,   strategic  direction,
management building,  and raising of venture capital. We designate a mentor that
documents the process and  facilitates  the needs of the  participating  company
oversees the program.  This mentor meets  regularly with our team and is charged
with managing the relationships between Cosmoz and the participating company.

Trademarks and Patents

We own a U.S.  trademark  for  "iTrack".  We  have  made  application  for  U.S.
trademarks for  "Cosmoz.com"  and  "ProfitWire.com",  and the  applications  are
pending.

Suppliers

We employ  the  services  of a number of  suppliers  whose  services  range from
providing  high  speed  Internet  access to  financial  and other  news  content
providers. Among many service providers are the following companies:

    o    We license from several individual  authors,  in the ordinary course of
         our business,  various articles which primarily are  educational-themed
         articles  on  investing  and  money-management  that we  publish on our
         various investment-related websites.
    o    We license from NAQ, Inc. delayed and historical stock quotes, which we
         then publish on our various investment-related websites.
    o    We license from Comtex News,  Inc.  financial news stories that we then
         publish on our various investment-related websites.
    o    We license from StockPoint,  Inc.  real-time stock quotes which we then
         publish on our various investment-related websites.
    o    We license from Uexpress.com,  Inc. interactive crossword puzzles which
         we then publish on our MyCosmoz.com website.


                                       4
<PAGE>

    o    We license from eLingo.com  translation  software that it implements on
         its various  websites.
    o    We license from The Weather  Channel  weather
         delivery services which we display on our MyCosmoz.com website.
    o    We license  syndicated  content  services  from  iSyndicate.com,  which
         includes:   Associated   Press  news  feeds,   general  domestic  news,
         entertainment  news,  sports news,  business news and accurate  weather
         news.
    o    We purchase services from AboveNet Communications, a California company
         that provides domain hosting and server  services.  AboveNet is located
         at 50 West San  Fernando  Street,  Suite  1010,  San Jose,  California,
         95113.

The loss of any one of these  single  providers  would  not  cause a  materially
adverse effect on our operations or revenues.

Employees

We currently employ 12 full time, and 4 part-time employees.  We also engage the
services of outside  consultants  from time to time. Upon securing of additional
funding, we intend to hire an additional 10 to 15 full time employees during the
next several months.

Competition

We, our subsidiaries, and companies in which we invest compete in the electronic
technology and Internet  service  arenas.  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 us and our
subsidiaries and investments, 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.

Our market for  investment  related  information  delivered  via the Internet is
intensely  competitive.  We  currently  or  potentially  compete with many other
companies.  There are many other  companies  that offer a site or a service that
competes  with sites or services  offered by one or more of Cosmoz'  properties.
For example, SearchAuction.com,  AuctionHawk.com, AuctionWatch.com, and numerous
other  auction  sites  compete  with the  auction  tracking  services of Cosmoz'
subsidiary, iTrack.com.

Similarly, Quicken.com,  Yahoo!Finance, CNBC, RagingBull.com, and numerous other
financial  websites  sites  compete  with  the  financial  information  services
provided  by Cosmoz  subsidiaries  such as  FinancialContent.com,  StreetIQ.com,
MosterQuote.com,  and  BuckInvestor.com.   Many  of  our  competitors  are  more
experienced,  more  well-funded,  and  have  higher  brand-recognition  that our
properties (among numerous other  advantages).  Additionally,  other competitors
undoubtedly will enter the market.

FirstParsec,  our  acceleration/incubation  division,  also  faces  competition.
FirstParsec  provides  strategic  consulting  and business  services to emerging
companies that are developing  Internet web sites or web-enabling  technologies.
FirstParsec  faces  competition  from a variety  of  companies  in a variety  of
fields.

FirstParsec   faces  competition  from  business   consulting  firms.   Business
consulting firms primarily offer advanced  knowledge of business  operations and
strong  networking  capabilities.  Business  consultants  with whom  FirstParsec
competes  include  Atomic  Tangerine,   Ernest  &  Young,   SiliconValley  Bank,
BusinessDevelopment.com, and Startups.com.

FirstParsec   faces   competition  from  other   incubators  and   accelerators.
Accelerators   with  whom   FirstParsec   competes  include   Katalyst,   Summit
Accelerator,  GrimaldiGroup,   Cenetec.com.  Incubators  with  whom  FirstParsec
competes include Venture Frogs,  Incubate.com,  eHatchery,  Camp6, Idealabs, and
eCompanies.

Many  of  our  competitors  in  the  acceleration/incubation  field,  and in the
business  consulting  field,  are far more  experienced and are more well-funded
that us.

                                       5

<PAGE>


Also, the staff that comprises our ProfitWire  subsidiary is inexperienced,  and
ProfitWire  does not  presently  maintain an active base of existing  customers.
Many of our competitors are more experienced,  more well funded, and have higher
brand-recognition than us and our subsidiaries, among numerous other advantages.
Additionally, other competitors undoubtedly will enter the market.

There  can be no  assurance  that  our  competitors  will not  develop  Internet
products and services that are superior to ours or that achieve  greater  market
acceptance  than our offerings.  There can be no assurance that the Company will
be able to compete  successfully  against its current or future  competitors  or
that  competition  will not have a  material  adverse  effect  on the  Company's
business, results of operations and financial condition.


ITEM 2. OUR PROPERTIES

On March 1, 2000, we relocated our principal executive offices to a 5,900 square
foot  facility  at 1515 So. El Camino  Real,  Suite 100,  San Mateo,  California
94402.  We lease  the  facility  under a 3-year  agreement  that  terminates  on
February 28, 2003, with no renewal option.  The aggregate annual rental rate for
the entire facility for the first,  second, and third years of the lease term is
$248,094,  $255,182,  and $262,271,  respectively.  We are also obligated to pay
33.34% of increases in operating expenses and property taxes paid or incurred by
the  landlord in the second and third years of the lease  term.  All  operations
including  system  development,  control,  and maintenance are performed at this
facility.

ITEM 3. LEGAL PROCEEDINGS

We are not currently  aware of any legal  proceedings  or claims that we believe
will have,  individually or in the aggregate,  a material  adverse effect on our
financial position or results of operations.

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

No  matters  were  submitted  for a vote of our  stockholders  during our fourth
quarter ended June 30, 2000.

                                     PART II

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

Our common  stock is listed on the  Over-the-Counter  Bulletin  Boards under the
symbol  "CMOZ".  The following  table  reflects the high and low sales price per
share of common  stock as  quoted  from the OTCBB  transactions  for the  fiscal
period indicated.
<TABLE>
<CAPTION>


                             Fiscal Year Ended 1999              Fiscal Year Ended 2000
---------------------- ---------------- ---------------- ------------------- ----------------
                            High              Low               High               Low
---------------------- ---------------- ---------------- ------------------- ----------------
<S>                        <C>              <C>                <C>                <C>
First Quarter                N/A              N/A              2.4688            1.3125
---------------------- ---------------- ---------------- ------------------- ----------------
Second Quarter               N/A              N/A              1.9062            0.9062
---------------------- ---------------- ---------------- ------------------- ----------------
Third Quarter              4.1875           0.1406             1.875              1.000
---------------------- ---------------- ---------------- ------------------- ----------------
Fourth Quarter             6.3125           0.9062             1.2188            0.2969
---------------------- ---------------- ---------------- ------------------- ----------------
</TABLE>

                                       6
<PAGE>

As of  September  25,  2000 a  share  of our  common  stock  was $  0.1875.  The
over-the-counter  market quotations reflect inter-dealer prices,  without retail
mark-up, mark-down, or commissions and may not represent actual transactions.

As of  September  25,  2000,  there  were  64,514,849  shares  of  common  stock
outstanding.  As of July 17,  2000,  our  stock  was held by  approximately  438
shareholders of record.

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:

<TABLE>
<CAPTION>

                                        Number of
Date          Persons Receiving Shares  Shares         Consideration Received, Exemption, and Supporting Facts
--------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>            <C>
2/5/98        Corworth Investments,     7,356,117      Issued as consideration to retire a loan owed to Corworth in the amount
              Inc.                                     of $147,122. We issued these shares under Regulation S, because the
                                                       sale took place outside the United States.
2/5/98        Times Square              7,500,000      Issued as consideration to retire a loan owed to Times Square
              International                            International in the amount of $150,000. We issued these shares under
                                                       Regulation S, because the sale took place outside the United States.
2/17/98 to    Various Parties           6,390,000      We received $798,750 from a Regulation D, Rule 504 private placement
2/28/98                                                that we underwent between 2/17/98 and 2/28/98.
3/17/98       National Resources        100,000        Issued as consideration for broker-dealer services provided to us. We
              Investment, Inc.                         issued these shares under Regulation D, Rule 505.
4/23/98       Asia Pacific Ventures     600,000        $75,000, through a private placement. We issued these shares under
              Inc.                                     Regulation S, because the sale took place outside the United States.
4/23/98       Asia Pacific Ventures     800,000        $100,000, through a private placement. We issued these shares under
              Inc.                                     Regulation S, because the sale took place outside the United States.
6/16/98       NIR Group                 110,000        Issued as consideration for finder's fee services provided to us in
                                                       connection with private placements.
3/4/99 to     Various Parties           12,000,000     We received $718,750 in cash and $281,250 in services, for a total of
4/14/99                                                $998,633, from a Regulation D, Rule 504 private placement that we
                                                       underwent  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 services provided to us.
              Corporation Consulting                   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.
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

                                        Number of
Date          Persons Receiving Shares  Shares         Consideration Received, Exemption, and Supporting Facts
--------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>            <C>

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.
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 shares under 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.
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>

                                        Number of
Date          Persons Receiving Shares  Shares         Consideration Received, Exemption, and Supporting Facts
--------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>            <C>

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.
</TABLE>

The foregoing  sales of securities were made in reliance upon the exemption from
the  registration  provisions of the Securities Act provided for by Section 4(2)
thereof for transactions  not involving a public offering.  All of the foregoing
securities are deemed  restricted  securities for the purposes of the Securities
Act.

ITEM 6. SELECTED FINANCIAL DATA

The following  table sets forth our  operating  results for the two fiscal years
ended  June 30,  2000.  This  data  has  been  derived  from  audited  financial
statements  that,  in the opinion of our  management,  include all  adjustments,
consisting  only  of  normal  recurring   adjustments,   necessary  for  a  fair
presentation  of such  information  when  read in  conjunction  with our  annual
audited  financial  statements  and notes  thereto  appearing  elsewhere in this
prospectus.  These operating  results are not necessarily  indicative of results
for any future period.
<TABLE>
<CAPTION>

                                                                        Years Ended June 30
                                                                       2000               1999
                                                           ---------------------------------------
<S>                                                                  <C>                 <C>
 Statement of Operations Data:
 Revenues                                                            $ 431,392           $ 47,912
 Cost of revenues                                                       57,050                  -
                                                           ---------------------------------------

 Gross profit                                                          374,342             47,912
 Operating expenses:
 Sales and marketing                                                   661,159            105,741
 Product development                                                   803,270            117,626
 General and administrative                                          2,610,306            592,490
 Amortization of intangibles                                           490,560             26,656
 Other - non-recurring costs                                           100,000             16,315
 Depreciation and amortization                                          31,432              1,136
                                                           ---------------------------------------
            Total operating expenses                                 4,696,727            859,964
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                <C>                  <C>
 Loss from operations                                               (4,322,385)          (812,052)
 Other income (loss), net                                              (32,471)             4,924
                                                           ---------------------------------------
 Net loss                                                           (4,354,856)          (807,128)
 Provision for income tax                                               (7,200)              (800)
                                                           ---------------------------------------
 Loss after income taxes from operations                            (4,362,056)          (807,928)
 Extraordinary loss                                                          -           (200,000)
                                                           ---------------------------------------
 Net loss from continuing operations                                (4,362,056)        (1,007,928)

 Discontinued operations:
 Net loss from discontinued operations                                       -           (297,945)
 Gain on disposal of division, change in
 estimate of loss during phase out period                               25,623                  -

 Net loss                                                         $ (4,336,434)      $ (1,305,873)

 Net loss per common share                                                      Basic
 Continuing operations:
 Before extraordinary loss                                              0.0714             0.0175
 Extraordinary loss                                                          -             0.0043
                                                           ---------------------------------------
            Total continuing operations                                 0.0714             0.0219

 Discontinued operations                                               (0.0004)            0.0065
                                                           ---------------------------------------
            Net loss per share                                          0.0710             0.0283

 Shares used in per share calculation - basic                       61,111,623         46,118,595


 Net loss per common share                                                   Fully Diluted
 Continuing operations:
 Before extraordinary loss                                              0.0688             0.0166
 Extraordinary loss                                                          -             0.0041
                                                           ---------------------------------------
            Total continuing operations                                 0.0688             0.0207

 Discontinued operations                                               (0.0004)            0.0061
                                                           ---------------------------------------
            Net loss per share                                          0.0684             0.0269

 Shares used in per share calculation - fully diluted               63,364,131         48,628,416




                                                                Years Ended June 30,
                                                                        2000               1999

 Balance Sheet Data:
 Cash, cash equivalents and short                                      179,022          1,990,051
 term investments
 Working capital                                                      (667,700)         2,046,687
 Total assets                                                        4,238,829          4,426,978
 Long term obligations, net of current portion                               -                  -
 Shareholders' equity                                                3,314,096          3,370,626
</TABLE>

                                       9
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

FORWARD-LOOKING STATEMENTS

This  report  contains  forward-looking  statements  that  address,  among other
things,  market  acceptance  of  our  solutions,  expansion  into  new  targeted
industries, product development, sales and marketing strategies, development and
maintenance of strategic alliances, technological advancement, global expansion,
use of proceeds,  projected capital expenditures,  liquidity and availability of
additional  funding  sources.  These  statements  may be found  throughout  this
report.  In  some  cases,  you  can  identify   forward-looking   statements  by
terminology such as may, will, should,  expects, plans,  anticipates,  believes,
estimates,  predicts, potential, continue or the negative of such terms or other
comparable  terminology.  Our actual results could differ  materially from those
anticipated in these forward-looking  statements as a result of various factors,
including all the risks discussed in the Management's Discussion and Analysis of
Financial  Condition and Results of Operations and elsewhere in this report.  We
undertake no obligation to update  publicly any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

Overview

We earn operating revenues from two principal  sources.  First, we earn revenues
from the sale of  banner  and  sponsorship  advertisements  that  appear  on our
Internet websites. Sponsorship advertising contracts have terms ranging from one
month to one year,  longer-than-standard banner  advertising  contracts and also
involve more  integration  with our web-sites,  such as the placement of buttons
that provide users with direct links to our advertisers'  websites.  Advertising
revenues on both banner and  sponsorship  contracts are recognized on a prorated
basis over the period in which the  advertising is displayed,  if no significant
company  obligations  remain  at  the  end of a  period  and  collection  of the
resulting  receivable is probable.  We have agreements that provide revenue from
electronic commerce transactions.  We recognize these revenues upon notification
from the advertiser of revenues earned by us.

We earn our second revenue source from providing  investor relations services to
other companies through our ProfitWire subsidiary.  We distribute advertisements
and reports through our family of financial websites and through an opt-in email
list on behalf of growth  stock  companies.  We obtained  this opt-in email list
through  marketing  efforts  in  our  family  of  investment-related   websites.
ProfitWire also recently began offering standard investor relations services. We
often receive payment in shares of stock in lieu of cash.

Costs and  expenses  are  recognized  as  incurred.  The  majority  of costs and
expenses  are related to  advertising,  salaries,  management  fees,  public and
investor relations services, and amortization of goodwill.

Cost of revenue includes purchase of electronic mail distribution  lists and any
directly related customer acquisition costs.

Sales and marketing  expenses  consist  principally of salaries and benefits for
sales,  marketing and associated support group personnel.  Also included are the
costs for public relations, advertising, tradeshows and marketing materials.

Product and development  expenses consist primarily of salaries and benefits for
research and development  personnel and also include related  expenses,  such as
general  hardware and software  costs and fees paid to outside  contractors  for
quality assurance activities,  maintenance  activities,  web hosting,  financial
content news feeds and stock quotes.  Costs  incurred in the  development of new
products or  properties  and  enhancements  to existing  products are charged to
expense as  incurred  until  technological  feasibility  is  achieved.  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.  We have not incurred
material  software  development  costs and accordingly  have not capitalized any
software development costs.

                                       10
<PAGE>

General  and  administrative  expenses  consist of  salaries  and  benefits  for
executive  staff  and   administrative   personnel,   management  fees  paid  to
SharpManagement  for the services of Wilfred Shaw,  chairman and chief executive
officer,  facility  costs,  recruiting,  legal,  accounting  and  other  general
corporate expenses.

Amortization  expenses  consist of amortization  of goodwill.  Goodwill from the
acquisition of Internet properties is amortized over seven years.

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 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.

During the fiscal year ended June 30, 1999, we  terminated  our  acquisition  of
Investors  Guru,  a website  specializing  in  providing  financial  content  to
investors. Under the terms of the purchase agreement, we made an initial payment
of  $200,000  to the owners of  Investors  Guru,  which was  forfeited  when the
acquisition was terminated by us. Accordingly,  we recorded a one-time charge of
$200,000 as a result of the terminated acquisition.

We have  incurred net losses and negative  cash flows from  operations.  For the
year  ended  June 30,  1999,  we had a net loss of  $1,007,928  from  continuing
operations and a net loss of $297,945 from discontinued operations. We have been
able to raise capital  through the sale of our common stock.  The cash we raised
is used to fund operations.  We intend to continue to fund,  acquire and develop
Internet companies by providing strategic consulting services, business services
and seed capital to emerging companies that are developing Internet web sites or
web-enabling  technologies.  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,  1999,  we had net loss from  discontinued
operations  of  $297,945.  We  discontinued  operations  in Canada by July 1998;
however, some minor costs associated with the closing were incurred till October
1998.

Results of Operations for the fiscal years ended June 30, 2000 and 1999

Revenues  increased  to  approximately  $431,000 in the year ended June 30, 2000
from  approximately  $48,000  in the year ended June 30,  1999.  This  growth in
revenues was primarily  attributable to revenues  derived from  ProfitWire.  The
revenues derived from ProfitWire since inception were approximately $387,000.

Cost of revenues.  Cost of revenues  increased to  approximately  $57,000 in the
year ended June 30,  2000 from $0 in the year ended June 30, 1999 as a result of
electronic mail distribution expenses related to ProfitWire.

Sales and marketing.  Sales and marketing  expenses  increased to  approximately
$661,000  for the year ended June 30, 2000 from  approximately  $106,000 for the
year ended June 30,  1999.  The primary  reason for the increase  resulted  from
advertising  costs. Of the increase in sales and marketing costs,  $359,197 is a
result of expenses incurred by participation in trade shows,  advertising online
and traditional media through radio.

Product  development.  Product  development  expenses increased to approximately
$803,000  for the year ended June 30, 2000 from  approximately  $118,000 for the
year ended June 30, 1999.  The increase was the result of an increase in product
development personnel and other related expenses.

                                       11
<PAGE>

General and  administrative.  General and  administrative  expenses increased to
approximately  $2,610,000  for the year ended June 30,  2000 from  approximately
$594,000  for the year  ended  June 30,  1999.  The  increase  was the result of
increase in  administrative  personnel,  third party public relations  services,
investor relations expenses,  general operating  facilities,  legal,  accounting
fees, telephone and other support costs.

Amortization of intangibles.  Amortization of intangibles  expenses increased to
approximately  $491,000  for the year  ended  June 30,  2000 from  approximately
$27,000 for the year ended June 30, 1999. The increase was the result of 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 of $100,000 for the year ended June 30,
2000 from  approximately  $16,000 for the year ended June 30, 1999. The increase
was the result of transaction  costs of acquisition  (primarily  legal fees) and
initial filing fees.

Depreciation and amortization.  Depreciation and amortization expenses increased
to  approximately  $31,000 for the year ended June 30,  2000 from  approximately
$1,000  for the year  ended  June 30,  1999.  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 $32,000 for the year ended
June 30, 2000 as compared to net other income $5,000 for the year ended June 30,
1999. The increase resulted from loss on sale of marketable securities.

Extraordinary loss.  Extraordinary loss was $200,000 for the year ended June 30,
1999  resulted  from loss of initial  payment  made to  Investors  Guru upon the
termination of purchase agreement.

Loss on disposal of operations. Loss of disposal of operations from discontinued
operations was approximately $298,000 for the year ended June 30, 1999.

Gain on disposal of division. Gain on disposal of division resulted from changes
in estimate of loss during phase out period was approximately  $26,000.  We have
reviewed our outstanding  claims that resulted from  operations  discontinued in
September 1998, we have reduced our reserves to $60,000.

Income Taxes. We have not recorded  income tax benefit of $10,000,000  primarily
due to loss  carryforwards  from  continuing  operations,  which  may be used to
offset  future  United States income taxes and which begin to expire in 2019 due
to the  uncertainty  surrounding  the  realization  of deferred tax assets.  The
income tax  expense of $7,200 and $800 for the year ended June 30, 2000 and June
30, 1999 respectively represented minimum state income taxes paid.

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,
2000, we had  approximately  $175,678 of cash,  cash  equivalents and short-term
investments and working capital deficit of $667,700.

Net cash  used in  operating  activities  was  $2,546,956  in 2000  compared  to
$698,246 in 1999. The cash used during these periods was primarily  attributable
to net operating losses of $4,336,434 in 2000 and $1,305,873 in 1999,  offset in
part by depreciation and amortization.  These losses were principally related to
increased  expenses as more fully described in the section entitled  "Results of
operations."  Our  losses  were  principally  related  to  increased  sales  and
marketing expenses, product development and general and administrative expenses.

                                       12

<PAGE>

Net cash  provided by investing  activities  was  $1,256,586 in 2000 compared to
cash used in investing  activities of $1,723,176 in 1999.  Cash provided in 2000
primarily related to sale of marketable securities of $1,589,978.  Cash provided
in 1999  resulted  from net cash  acquired  in the  amount  of  $11,543  when we
acquired  BuckInvestor.com and KingFine,  Inc. Cash used in investing activities
in 2000 included purchases of capital expenditures and long-term  investments of
$208,893,  and  restricted  cash of  $125,000 on deposit as  collateral  for the
letter  of  credit  required  pursuant  to the  lease  agreement  of our  office
facility.  Cash used in  investing  activities  in 1999  included  purchases  of
marketable  securities,  net of capital  expenditures and equipment disposal and
long-term investments of $1,734,719. The purchases of marketable securities were
incurred due to our excess cash from equity raised.

For the year ended June 30, 1999,  we  generated  net  proceeds  from  financing
activities  of  $2,803,258.  For the year ended June 30, 2000,  we generated net
proceeds from  financing  activities of  $1,041,267.  Net cash used in operating
activities  for the year ended June 30, 1999 was $698,247 and resulted  from net
losses,  decreases in accounts  receivable,  and decreases in  inventory.  These
amounts were  partially  offset by an increase of accrued  expenses and non-cash
charges.  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.

Our future capital  requirements  depend on numerous  factors,  including market
acceptance  of our  services,  the timing and rate of expansion of our business,
the resources we allocate to our customers and FirstParsec/Acceleration projects
and other factors. We have experienced substantial increases in our expenditures
since January 1, 1999  consistent  with growth in our  operations and personnel,
and we  anticipate  that our  expenditures  will  continue  to  increase  in the
foreseeable  future.  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,  then the
percentage ownership of our existing stockholders will be reduced,  stockholders
may experience  additional and significant  dilution and such equity  securities
may have rights,  preferences or privileges senior to those of our common stock.
There can be no assurance that  additional  financing will be available on terms
acceptable  to us or at all.  If  adequate  funds are not  available  or are not
available on terms  acceptable to us, we may be unable to continue our business,
sales or marketing  plan,  respond to  competitive  forces or take  advantage of
perceived business opportunities,  which could have a material adverse effect on
our business, financial condition and operating results.

Acquisitions

We obtained  initial  working  capital for our new Internet  related  operations
through a blend of equity and debt financing.  In January 1999, we commenced our
Internet operations and we raised $715,875 in cash and $281,250 in services from
the sale of common stock in accordance with Regulation D, Rule 504. We converted
$2,750,000  of short term debt  financing  into  2,750,000  shares of restricted
common  stock in July 1999.  We issued  common stock for  services.  Our initial
focus was to develop an  Internet-portal  for age 21-35 investors.  We developed
our own portal, and we made strategic  acquisitions of Internet properties.  The
following is a summary of the Internet properties we acquired:

o On May 5, 1999,  we completed the  acquisition  of  BuckInvestor.com,  Inc., a
privately  held  online  financial  information  content  provider,  through the
issuance  of  900,000  shares  of our  common  stock,  having a market  value of
$1,012,500 at the time of the transaction.  The acquisition was accounted for as
a purchase in accordance with the provisions of APB 16. We recorded  goodwill of
$1,006,700,  which we will amortize over seven years.  Results of operations for
BuckInvestor.com  have been included with our results  subsequent to the date of
acquisition.  The  historical  financial  results  of  BuckInvestor.com  were de
minimis, prior to date of the acquisition.

o On May 6, 1999,  we  acquired  a 49%  interest  in MB  Technologies,  Inc.,  a
privately  held  operator  of  online  message  boards.  Under  the terms of the
acquisition, we issued 100,000 shares of our common stock with a market value of
$112,800 for 49% interest in 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.  We recorded goodwill of $112,899,  which we will amortize
over seven years. The historical  financial  results of MB Technologies  were de
minimis.  We exercised  our option to purchase the  remaining 51% interest in MB
Technologies on July 30, 1999. We issued 150,000 shares of our common stock with
a market value of $315,000 to acquire the remaining 51% ownership  interest.  We
recorded goodwill of $315,149, which we will amortize over seven years.

                                       13

<PAGE>


o On June 10, 1999, we completed the  acquisition of all  outstanding  shares of
KingFine,  Inc., a privately-held  online financial information content provider
and operator of an online message board,  through the issuance of 200,000 shares
of our common stock for all of KingFine's  outstanding  shares.  The acquisition
was  accounted  for  as a  pooling  of  interests.  The  consolidated  financial
statements for the year ended June 30, 1999 and the  accompanying  notes reflect
our  financial  position and the results of  operations  as if KingFine were our
wholly owned subsidiary since inception.

o On August 9, 1999, we completed the acquisition of all  outstanding  shares of
StreetIQ,  Inc., a privately-held  online financial information content provider
focusing  on women  investors,  through the  issuance  of 400,000  shares of our
common  stock,  a market  value of  $800,000  at the  time of  transaction.  The
acquisition  was accounted for as a purchase in accordance with the provision of
APB 16.  Results of operations  for  StreetIQ,  Inc. have been included with our
results subsequent to the date of acquisition. We recorded goodwill of $800,199,
which we will amortize over seven years.  The  historical  financial  results of
StreetIQ, Inc. were de minimis.

o On October 7, 1999, we completed the acquisition of all outstanding  shares of
iTrack, Inc., a privately-held online auction monitoring service that lets users
track specific  products on various online auction houses,  through the issuance
of 1,225,000  shares of our common  stock,  a market value of  $1,722,595 at the
time of transaction, for all of iTrack's outstanding shares. The acquisition was
accounted for as a purchase in accordance  with the provision of APB 16. Results
of operations  for iTrack have been included with our results  subsequent to the
date of acquisition. We recorded goodwill of $1,722,594,  which we will amortize
over seven years. The historical financial results of iTrack were de minimis.

o On  January  5,  2000,  we  completed  the  acquisition  of Ivory  Acquisition
Corporation,  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 is accounted for under the pooling of interest method of accounting.
The operations of Ivory before the acquisition date were de minimis. We incurred
acquisition  related cost of $100,000.  We issued  250,000  shares of our common
stock in exchange for all outstanding shares of Ivory.

Factors That Will Affect Our Future Results of Operations

You should carefully consider the risks described below and other information in
this annual report. The risks and uncertainties described below are not the only
ones we will face.  Additional risks and uncertainties not presently known to us
or that we currently deem immaterial also may impair our business operations. If
any of the following risks actually occur, our business could be harmed. In such
case, the trading price of our common stock could decline,  and you may lose all
or part of your investment.

We Have a Limited Operating History

We were  incorporated  in 1996, and we have operated under our current  business
model since early 1999. Our operations  prior to January 1, 1999 offer little or
no instructive guidance for our post-January 1, 1999 operations.  We have only a
limited  operating  history on which you can base an  evaluation of our business
and prospects.  We have yet to achieve profitability.  As an Internet company in
the early stage of development, we face increased risks, uncertainties, expenses
and  difficulties.  You should consider an investment in our company in light of
these risks, uncertainties, expenses and difficulties.

We Are Not Yet a Profitable Company

We have incurred  significant  losses and cannot  predict when, if ever, we will
make a profit.  We have  incurred  net  losses  and  negative  cash  flows  from
operations.  For the year ended June 30, 1999,  we had a net loss of  $1,007,928
from  continuing  operations  and a  net  loss  of  $297,945  from  discontinued
operations.  These losses have resulted primarily from our historical  inability
to achieve a level of revenues that is sufficient to cover our general operating
expenses.  We expect to incur  additional  operating losses in the future unless
and until we are able to  generate  operating  revenues  sufficient  to  support
expenditures.  We cannot  guarantee that sales of our products and services will
ever generate  sufficient  revenues to fund our continuing  operations,  that we
will generate positive cash flow from operations or that we will attain and then
continue to make a profit in any future period.

                                       14

<PAGE>

We May Need Additional Capital in the Near Future

We have limited cash resources and need additional  capital to pay our operating
costs  that are in excess of our  revenues,  manage  our  present  portfolio  of
companies,  and continue to increase our program of  incubating  and  developing
internet  and  technology  companies.  Based on the  rate of our cash  operating
expenditures and our current plans, we anticipate our cash  requirements for the
next twelve  months may be met  primarily  from the proceeds to be obtained from
puts of our shares to Swartz under our investment  agreement with them. However,
our  ability  to  obtain  funds  under  the  agreement  is  subject  to  certain
conditions.  These conditions  include the  effectiveness  of this  registration
statement covering the resale of the shares sold under the investment  agreement
and a  limitation  on our ability to issue shares based on the volume of trading
in the  common  stock.  Although  we are  planning  to satisfy  our future  cash
requirements from improved sales, the recoupment of venture capital investments,
the sale of wholly owned subsidiaries,  the sale of Internet e-commerce services
and  advertising,  we cannot  guarantee that any funds required  during the next
twelve months or thereafter will be generated from these, or any other potential
sources. The lack of additional capital could force us to substantially  curtail
or cease operations, which would have a material adverse effect on our business.
Further, we cannot guarantee that any funds, if available,  will be available on
attractive  terms or that they will not have a significantly  dilutive effect on
our existing shareholders.

Our Financial Statements Contain Going Concern Language

The auditor's  report  accompanying  our audited  financial  statements  for our
fiscal  year  ended  June 30,  2000,  state  that  because of our net losses and
liquidity  problems,  there is a concern  that we will be unable to  continue to
operate.  Our failure to manage  future  growth could harm us. We currently  are
experiencing  a period of  significant  expansion in our staffing  requirements,
facilities  and  infrastructure  and we anticipate  that further  expansion will
occur.  This  expansion has placed,  and we expect it will continue to place,  a
significant strain on our management, operational and financial resources.

We Need to Constantly Maintain and Update Our Infrastructure

We anticipate a need to constantly add new hardware, update software and add new
engineering  personnel to accommodate  increased use of our websites.  If we are
unable to increase the capacity of our systems at least as fast as the growth in
demand for this  capacity,  our  websites  may become  unstable and may cease to
operate for periods of time.  Unscheduled  downtime  could harm our business and
also could discourage  users of our websites and reduce future  revenues.  If we
are unable to hire and successfully train sufficient employees or contractors in
the customer support area,  users of our websites may have negative  experiences
and current and future revenues could suffer.

We Are Dependent on Key Personnel

Although current  management has had experience in the development and operation
of other businesses, it does not have direct prior experience in establishing or
operating an incubator/accelerator  business. We will need to retain experienced
management for these  segments of the business.  The loss of the services of any
of our executive officers or other key employees could harm our business.  We do
not have long-term employment agreements with any of our key personnel and we do
not  maintain  any key person  life  insurance  policies.  The  majority  of our
employees today have been with us less than one year and we expect that our rate
of turnover  and hiring will  continue at a high pace.  Our future  success will
depend on our ability to attract,  train,  retain and  motivate  highly  skilled
technical, managerial, marketing and customer support personnel. Competition for
these  personnel  is  intense  and we may be  unable  to  successfully  attract,
integrate or retain sufficiently  qualified  personnel.  Our current and planned
personnel,  systems,  procedures and controls may not be adequate to support our
future operations.

Our Stock Price is Volatile

The trading prices of Internet stocks in general,  and ours in particular,  have
experienced  extreme  price and  volume  fluctuations  in recent  months.  These
fluctuations  often have been  unrelated or  disproportionate  to the  operating
performance  of  these  companies  in  general,  and  ours  in  particular.  The
valuations of many Internet  stocks,  including ours, are still  extraordinarily
high,  based on conventional  valuation  standards such as price to earnings and
price to sales ratios. These trading prices and valuations may not be sustained.
Negative  changes in the  public's  perception  of the  prospects of Internet or
e-commerce  companies  are likely to depress our stock price  regardless  of our
results

                                       15

<PAGE>

Our Services Are Not Diverse, and We Must Expand Our Services

We will need to develop new services, features and functions in order to expand.
Right now, we receive  substantially all of our revenues from online advertising
and  through  offering  investor  relations  services.  We  plan to  expand  our
operations by developing new or complementary services,  products or transaction
formats or by expanding  the breadth and depth of services.  We may be unable to
expand  our  operations  in a cost  effective  or timely  manner.  Even if we do
expand,  we may not maintain or increase our overall  market  acceptance.  If we
launch a new business or service that is not favorably received by consumers, it
could damage our reputation.

We Are Very Dependent on Third Parties

We may pursue strategic  relationships with third parties to provide many of our
services.  By using third parties to deliver these services, we may be unable to
control the quality of the services, and our ability to address problems will be
reduced if any of these third parties fails to perform adequately. Expanding our
operations also will require significant  additional  developmental  expense and
will strain our  management,  financial and operational  resources.  The lack of
market  acceptance  of any new services  could harm our  business.  Acquisitions
could result in dilution, operating difficulties and other harmful consequences.

We Are Subject to Liability Risks

We are subject to risks  associated with  information  disseminated  through our
Websites.  We provide financial  information such as investment advice and stock
quotes. Similarly, we operate financial-related message boards. The participants
in such message board activity may subject us to suit or subpoena as a result of
their  statements.  As we do not currently  carry any liability  insurance  that
covers this type of exposure,  any costs  incurred as a result of this liability
or  asserted  liability  could  harm  our  business.  Because  materials  may be
downloaded from the Internet and subsequently  distributed to others, there is a
potential  that  claims  will be made  against  us for  defamation,  negligence,
copyright or trademark infringement,  personal injury or other theories based on
the nature, content, publication and distribution of such materials.

We Are Dependent on Our Physical and Technological Infrastructure

System  failures  could harm our  business.  Our future  success in the Internet
business,  and ability to provide high quality  customer service to our members,
will depend on the  efficient  and  uninterrupted  operation of our computer and
communications  hardware  and  software  systems.  The  computer web servers for
operating  our  services  are  currently  located  off-site.  These  systems and
operations are vulnerable to damage or  interruption  from  hurricanes,  floods,
fires,  power loss,  telecommunication  failures and similar events. Our systems
are also subject to  break-ins,  sabotage,  intentional  acts of  vandalism  and
similar  misconduct.  We do not have fully redundant  systems, a formal disaster
recovery plan or alternative providers of hosting services,  and we do not carry
any business interruption  insurance to compensate us for losses that may occur.
Despite any  precautions we may take,  the  occurrence of a natural  disaster or
other  unanticipated  problems with our servers could result in interruptions in
our  services.  In  addition,  the failure by our  communications  providers  to
provide our required data communications  capacity could result in interruptions
in our  service.  Any  damage  to or  failure  of our  systems  could  result in
interruptions in our service.  Such interruptions would harm our future revenues
and profits if our members believe that our system is unreliable.

Computer Break-Ins, Vandalism, and Computer Viruses Can Harm Us

Unauthorized  break-ins  to our service or computer  or  communications  systems
could harm our  business.  Our servers and  systems are  vulnerable  to computer
viruses.  Viruses are becoming more common and more  sophisticated.  Our servers
and systems are also  subject to  physical or  electronic  break ins and similar
disruptions,  which  could lead to  interruptions,  delays,  loss of data or the
inability to complete on line transactions.  In addition,  unauthorized  persons
may improperly access our data.

                                       16

<PAGE>

We Are Controlled by Some Shareholders, Executive Officers and Directors

As of the date of this Offering,  our executive officers and directors and their
affiliates own  significant  amounts of our  outstanding  common stock.  Several
other  shareholders  hold a  significant  percentage  of our shares and can thus
exercise  significant control over us. As a result, they may have the ability to
control our company and direct our affairs and business,  including the election
of  directors  and  approval  of  significant   corporate   transactions.   This
concentration  of  ownership  may have the  effect  of  delaying,  deferring  or
preventing  a change in control of our  company  and may make some  transactions
more difficult or impossible without the support of these  shareholders.  Any of
these events could decrease the market price of our common stock.

We Have Indemnified Our Directors, Officers, Employees, and Agents

Our Articles of Incorporation  provide for the  indemnification of our officers,
directors, employees and agents. Under most circumstances,  they are indemnified
against  attorneys'  fees and  other  expenses  incurred  by them and  judgments
rendered  against them in any  litigation  to which they become a party  arising
from their  association  with or activities on our behalf.  We may also bear the
expenses of such  litigation  for any of our officers,  directors,  employees or
agents,  upon their  promise to repay such sums if it is  ultimately  determined
that they are not entitled to indemnification. This indemnification policy could
result in substantial expenditures by us that we may be unable to recoup even if
we are entitled to do so.

We Expect That Many Existing Shareholders Intend to Sell Their Shares

A  significant  number of shares  are  eligible  for sale and their  sale  could
depress our stock price.  We have a  significant  market  overhang on our common
stock because in the past we have paid many of the people with whom we have done
business  with  restricted  shares of our common  stock  instead of cash.  It is
likely that these  stockholders  will  continue to sell in the future.  Sales of
substantial  amounts  of our  common  stock  including  shares  issued  upon the
exercise of  outstanding  options in the public market after this offering could
depress  the market  price of our common  stock.  These sales also might make it
more difficult for us to sell equity or equity related  securities in the future
at a time and price that we deem appropriate.

We Do Not Manage Some of Our Assets

Some of our assets are  represented by ownership  interests in other  companies.
Often,  the  operation  of such  other  companies  is beyond  our  control.  The
management  of such  companies  may  make  decisions  that we are  powerless  to
control,  and the value of our  investment  may suffer,  and our business may be
adversely affected.

We Expect our Operating Results to Fluctuate Greatly

We expect significant  fluctuations in future quarterly operating results.  Such
fluctuations have been and may in the future be caused by numerous factors, many
of which are outside our control including demand for our products and services,
incurrence of costs associated with acquisitions,  divestitures and investments,
the timing of  divestitures,  market  acceptance  of new products and  services,
specific  economic  conditions in the Internet  industry,  and general  economic
conditions.  The  emerging  nature  of  commercial  use  of the  Internet  makes
predictions   concerning   future   revenues   difficult.    We   believe   that
period-to-period  comparisons of its results of operations  will not necessarily
be meaningful and should not be relied upon as indicative of future performance.
Also, it is possible that in some future quarters our operating  results will be
below  the   expectations  of  securities   analysts  and  investors.   In  such
circumstances, the price of our common stock may be adversely affected.

                                       17

<PAGE>

We Do Not and Will Not Pay Dividends

To date, we have not paid any dividends on our common stock and we do not intend
to declare any dividends in the foreseeable  future.  Any future profits will be
reinvested in our company to attempt to expand its business operations.

Related Party Transactions

There are some  transactions to which we are a party and some matters  affecting
us that have or will  result in a material  benefit to certain of our  directors
and  executive  officers,  or may  create  conflicts  of  interest.

Internet Regulation Could Harm Us

New and  existing  regulation  of the Internet  could harm our planned  business
activities.  We are subject to the same  federal,  state and local laws as other
companies  conducting  business on the Internet.  Today there are relatively few
laws  specifically  directed  towards  Internet  services.  However,  due to the
increasing  popularity  and use of the  Internet,  it is possible  that laws and
regulations  will be adopted  for the  Internet or online  services.  Changes to
existing  laws or the passage of new laws intended to address these issues could
directly  affect  the way we do  business  or could  create  uncertainty  in the
marketplace.  This could reduce  demand for our  services,  increase the cost of
doing business because of litigation costs or increased  service delivery costs,
or otherwise harm our business. In addition, because our services are accessible
worldwide,  and we intend to  facilitate  sales of goods to  members  worldwide,
foreign  jurisdictions may claim that we are required to comply with their laws.
Our failure to comply with  foreign laws could  subject us to penalties  ranging
from fines to bans on our ability to offer our services.  In the United  States,
companies are required to qualify as foreign  corporations  in states where they
are conducting  business.  As an Internet company, it is unclear in which states
we are  actually  conducting  business.  Our  failure  to  qualify  as a foreign
corporation in a jurisdiction where we are required to do so could subject us to
taxes and penalties for the failure to qualify and could result in our inability
to enforce contracts in those jurisdictions.  Any new legislation or regulation,
or the application of laws or regulations from  jurisdictions  whose laws do not
currently apply to our business, could harm our business.

We Are Dependent Upon the Continued Growth of the Internet

Our future  success is  dependent  upon the  continued  growth of the  Internet.
Assuming  we  are  successful  in  achieving  an  acceptable   level  of  market
recognition,  our future  revenues and profits will be  substantially  dependent
upon the widespread  acceptance of the Internet.  Rapid growth in the use of and
interest in the Web, the Internet  and online  services is a recent  phenomenon.
This  acceptance  and use may not  continue.  Even if the  Internet is accepted,
concerns  about fraud,  privacy and other  problems may mean that a sufficiently
broad base of consumers will not adopt the Internet as a medium of commerce.  In
particular,  our websites  require users to make publicly  available their email
addresses  and  other  personal  information  that some  potential  users may be
unwilling to provide.  These concerns may increase as additional  publicity over
Internet privacy issues  increases.  Market  acceptance for recently  introduced
services and products over the Internet is highly  uncertain,  and there are few
proven services and products. In order to expand our member base, we must appeal
to and  acquire  consumers  who  historically  have  used  traditional  means of
commerce to purchase goods.

                                       18

<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                COSMOZ.COM, INC.
                        Consolidated Financial Statements
                             June 30, 2000 and 1999

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the  accompanying  consolidated  balance  sheets of  Cosmoz.com,
Inc.,  a Delaware  Corporation,  as of June 30,  2000 and 1999,  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.  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.com, Inc. as of June 30,
2000 and 1999,  and the  results  of its  operations  and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in note 11 to the
financial statements, the Company experienced a significant net loss in the year
ending June 30, 2000, 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  11.  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.

By: /s/ Berg & Company, LLP
---------------------------
        Berg & Company, LLP
San Francisco, California
September 6, 2000




                                       19
<PAGE>

                           Consolidated Balance Sheet

              For the periods ended June 30, 2000 and June 30, 1999

<TABLE>
<CAPTION>
                                                          June 30,       June 30,
                                                            2000           1999
                                                            ----           ----
                                ASSETS
<S>                                                    <C>            <C>
Current Assets:
     Cash and cash equivalents                         $   175,678    $   424,781
     Short-term investments in marketable securities         3,344      1,565,270
     Accounts receivable - trade, net                        8,717         24,846
     Prepaid expenses                                       69,296           --
     Note receivable - related party                          --          900,000
     Amounts due from shareholders                            --          188,142
                                                       -----------    -----------

        Total Current Assets                               257,033      3,103,039
                                                       -----------    -----------

Property and Equipment
     Office furniture                                       57,789         13,127
     Leasehold Improvements                                 10,891           --
     Equipment                                             142,877         55,519
                                                       -----------    -----------
                                                           211,557         68,646

     Accumulated depreciation                              (32,568)        (1,136)
                                                       -----------    -----------

        Total Property and Equipment                       178,989         67,510
                                                       -----------    -----------

Other Assets:
     Long-term investments                                 335,982        145,000
     Deposits                                               26,500         18,486
     Intangible assets, net                              3,440,325      1,092,943
                                                       -----------    -----------

        Total Other Assets                               3,802,807      1,256,429
                                                       -----------    -----------

            Total Assets                               $ 4,238,829    $ 4,426,978
                                                       ===========    ===========
</TABLE>



                                       20
<PAGE>

                           Consolidated Balance Sheet
                                  (continued)
              For the periods ended June 30, 2000 and June 30, 1999
<TABLE>
<CAPTION>


                                                               June 30,      June 30,
                                                                 2000          1999
                                                                 ----          ----
               LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                        <C>             <C>
Current Liabilities:
     Accounts payable                                      $    155,893    $     81,849
     Reserve for discontinued operations                         60,000          85,623
     Payroll sales tax payable - discontinued operations        117,509         116,696
     Accrued expenses - Discontinued operations                 130,394         160,720
     Management fees due-Related party                          248,427            --
     Other accrued expenses                                      47,921            --
     Due to related parties                                     150,000         596,875
     Notes payable - other                                       14,589          14,589
                                                           ------------    ------------

           Total Current Liabilities                            924,733       1,056,352
                                                           ------------    ------------

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;
           64,514,849 and 58,899,546 issued and                  64,514          58,899
           outstanding respectively
     Additional paid-in-capital                              13,505,657       9,259,417
     Accumulated other comprehensive loss                       (17,543)        (45,592)
     Accumulated deficit                                    (10,238,532)     (5,902,098)
                                                           ------------    ------------

           Total Stockholders' Equity                         3,314,096       3,370,626
                                                           ------------    ------------

              Total Liabilities and Stockholders' Equity   $  4,238,829    $  4,426,978
                                                           ============    ============
</TABLE>


                                       21
<PAGE>

                      Consolidated Statements of Operations

                 For the years ended June 30, 2000 and June 1999
<TABLE>
<CAPTION>


                                                           Year Ended       Year Ended
                                                         June 30, 2000    June 30, 1999
<S>                                                       <C>            <C>
Revenues:
    Net revenues                                          $   431,392    $    47,912
    Costs of revenues                                         (57,050)          --

                                                              374,342         47,912

Operating Expenses:
    Sales and marketing                                       661,159        105,741
    Product development                                       803,270        117,626
    General and administrative                              2,610,306        592,490
    Amortization of intangibles                               490,561         26,656
    Non-recurring costs-Acquisition expense                   100,000         16,315
    Amortization and depreciation                              31,432          1,136

        Total operating expenses                            4,696,728        859,964

        Loss from operations                               (4,322,386)      (812,052)

Other Income (loss):
    Interest income                                             5,812          4,608
    Dividend income                                            37,466           --
    Interest expense                                           (9,602)           (12)
    Gain/(loss) on investment                                 (26,988)           328
    Investment expenses                                       (39,159)          --

        Total other income                                    (32,471)         4,924

    Net loss before taxes                                  (4,354,857)      (807,128)

        Provision for income tax                               (7,200)          (800)

    Loss from operations after income taxes                (4,362,057)      (807,928)

    Extraordinary loss                                           --         (200,000)

        Net loss from continuing operations                (4,362,057)    (1,007,928)

Discontinued operations:
    Net loss from discontinued operations                        --         (297,945)

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

        Net loss                                          $(4,336,434)   $(1,305,873)
</TABLE>




                      Consolidated Statement of Operations

                 For the years ended June 30, 2000 and June 1999
<TABLE>
<CAPTION>

                                              June 30, 2000           June 30, 1999
                                              -------------           -------------
Net loss per share (Note 1):

                                            Basic  Fully Diluted   Basic  Fully Diluted
                                          --------    ---------   -------  -----------
<S>                                       <C>         <C>        <C>            <C>
  Continuing operations:
  Before extraordinary loss               $ 0.0714    $  0.0688  $ 0.0175       0.0166
  Extraordinary loss                             -            -    0.0043       0.0041
                                          --------    ---------  --------  -----------
  Total continuing operations               0.0714       0.0688    0.0219       0.0207

  Discontinued operations                  (0.0004)     (0.0004)   0.0065       0.0061
  (Income)/Loss

  Net loss per share                      $ 0.0710    $  0.0677  $ 0.0283       0.0269
                                          ========    =========  ========  ===========

  Shares used in per share calculation
  - basic                                            61,111,623             46,118,595
                                                     ==========            ===========

  Shares used in per share calculation
  - diluted                                          63,364,131             48,628,416
                                                     ==========            ===========
</TABLE>

                                       22
<PAGE>



                      Consolidated Statement of Changes in
                              Shareholders' Equity
                   for the years ended June 30, 2000 and 1999
                                   Split Table
<TABLE>
<CAPTION>

                                                                                                         Accumulated
                                                                                          Additional         Other
                                    Preferred Stock                Common Stock            Paid-in       Comprehensive
                                   Shares     Amount           Shares        Amount        Capital       Income (loss)
                                   ------   ----------       ----------   ------------   ------------    ------------
<S>                                     <C> <C>              <C>          <C>            <C>             <C>
Balance, June 30, 1998                  -   $       --       41,348,546   $     41,348   $  4,335,141    $       --

   Comprehensive income (loss):
    Net loss from operations
     during the period                  -           --             --             --             --              --
    Foreign currency translation
     adjustment                         -           --             --             --             --           (10,887)
    Net unrealized loss on
     securities                         -           --             --             --             --           (34,705)

   Sale of common stock, net of
    issuance costs                      -           --        8,625,000          8,625        708,758            --

   Issuance of commons stock for
    acquisitions                        -           --        1,200,000          1,200      1,134,743            --

   Conversion of short-term debt to
    commonstock                         -           --        2,750,000          2,750      2,747,250            --

   Issuance of common stock for
    services                            -           --        4,976,000          4,976        267,629            --

   Compensation expense recognized on   -           --             --             --           65,896            --
    option grants

Balance, June 30, 1999                  -   $       --       58,899,546   $     58,899   $  9,259,417    $    (45,592)

    Comprehensive income (loss):
    Net loss from operations
     during the period                  -           --             --             --             --              --
    Net unrealized loss on
     securities                         -           --             --             --             --            28,049

    Issuance of common stock for
     acquisitions                       -           --        2,075,000          2,075      2,836,370            --

    Issuance of common stock for        -           --          510,000            510        811,500            --
     services

    Compensation expense on 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         (17,543)
</TABLE>

                                       23

<PAGE>

<TABLE>
<CAPTION>

                                                          Total
                                       Accumulated     Shareholders'  Comprehensive
                                         Deficit          Equity      Income (loss)
                                        ----------       ---------    ------------
<S>                                   <C>               <C>            <C>
Balance, June 30, 1998                $ (4,596,225)       (219,736)   $       --

   Comprehensive income (loss):
    Net loss from operations
     during the period                  (1,305,873)     (1,305,873)     (1,305,873)
    Foreign currency translation
     adjustment                               --           (10,887)        (10,887)
    Net unrealized loss on
     securities                               --           (34,705)        (34,705)

   Sale of common stock, net of
    issuance costs                            --           717,383            --

   Issuance of commons stock for
    acquisitions                              --         1,135,943            --

   Conversion of short-term debt to
    commonstock                               --         2,750,000            --

   Issuance of common stock for
    services                                  --           272,605            --

   Compensation expense recognized on         --            65,896            --
    option grants

Balance, June 30, 1999                  (5,902,098)      3,370,626    $ (1,351,465)

    Comprehensive income (loss):
    Net loss from operations
     during the period                  (4,336,425)     (4,336,425)     (4,336,425)
    Net unrealized loss on
     securities                               --            28,049          28,049

    Issuance of common stock for
     acquisitions                             --         2,838,445            --

    Issuance of common stock for              --           812,010            --
     services

    Compensation expense on grants            --           201,400            --

    Sale of common stock
                                              --           400,000            --


Balance, June 30, 2000
                                       (10,238,532)      3,314,096      (4,308,376)
</TABLE>



                                       24
<PAGE>


                      Consolidated Statements of Cash Flows

               For the years ended June 30, 2000 and June 30, 1999
<TABLE>
<CAPTION>


                                                       June 30, 2000      June 30, 1999
                                                       -------------      -------------
<S>                                                     <C>             <C>
Operating Activities:
    Net Loss                                            $(4,336,434)    (1,305,873)
Adjustments to reconcile net (loss) to
 net cash provided by (used in) operating activities:
        Intangible amortization                             490,561         26,656
        Stock based compensation                            201,400         65,896
        Amortization and depreciation                        31,432          1,136
        (Gain)/Loss on discontinued operations              (25,623)        98,039
        Issuance of common stock for services               812,010        272,605

Changes in operating assets and liabilities:
    Accounts receivable - trade, net                         16,129        (16,025)
    Other Accounts receivable                                  --           33,229
    Prepaid expenses                                        (69,296)       (18,487)
    Inventory                                                  --           16,583
    Security deposit                                         (8,014)          --
    Accounts payable                                         74,044
     Accrued liabilities                                    266,835        127,994

        Net cash used in operating activities            (2,546,956)      (698,247)

Investing activities:

    Sale of of marketable securities                      1,589,979           --
    Purchase of marketable securities                          --       (1,599,975)
    Cash acquired in acquisitions                               500         11,543
    Restricted cash                                        (125,000)
    Change in other investments, net                        (65,982)      (145,000)
    Proceeds from disposal of property and equipment           --           78,902
    Purchases of property and equipment                    (142,911)       (68,646)

        Net cash used in investing activities             1,256,586     (1,723,176)

Financing activities:
    Proceeds from issuance of common stock                  400,000        717,383
    Conversion of debt to common stock                         --        2,750,000
    Proceeds from short term debt                           250,000           --
    Payments on notes payable                              (100,000)      (361,000)
    Proceeds from (Loan to) to related party                900,000       (900,000)
    Payment received on loan to related party               188,142           --
    Due to related party                                   (596,875)       596,875

        Net cash provided by financing activities         1,041,267      2,803,258

        Increase in cash and cash equivalents              (249,103)       381,835

Cash and cash equivalents, beginning of period              424,781         42,946

Cash and cash equivalents, end of period                $   175,678        424,781
</TABLE>


                                       25
<PAGE>

                      Consolidated Statements of Cash Flows
                                   (Continued
               For the years ended June 30, 2000 and June 30, 1999

                                                        June 30,       June 30,
                                                          2000           1999
                                                          ----           ----
Supplemental disclosures of cash flow information:
     Cash paid during the period for
         Interest                                   $    9,573             12
         Taxes                                      $    4,800              -


The  following  non cash  transactions  occurred  during the year ended June 30,
1999:

     Acquisition of BuckInvestor, Inc.
         Intangibles                                 $ 1,006,700
         Issuance of common stock for acquisitions
                                                      (1,012,700)
                                                     -----------
             Cash received                           $    (6,000)
                                                     ===========
     Acquisition of MBMagic, Inc.
         Intangibles                                 $   112,900
         Issuance of common stock for acquisitions      (112,900)
                                                     -----------
             Cash received                           $      --
                                                     ===========

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                           $      --
                                                     ===========

1.   Summary of Significant Accounting Policies
     ------------------------------------------

         A.       General Description of Business

         Cosmoz.com,  Inc., ("Cosmoz" or the "Company"), a Delaware corporation,
         (http://www.cosmoz.com), offers 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 it provides incubation services to
         companies  in the Internet  industry.  The Company  provides  strategic
         consulting,  business services,  and seed capital to emerging companies
         that are developing Internet Websites or Web-enabling technologies.

         The Company was  incorporated  in Delaware on October 15, 1996,  as MIS
         International,  Inc.,  which  merged  with MIS  Multimedia  Interactive
         Services  Inc.,  a  Canadian  corporation,  as of  July  1,  1997.  MIS
         Multimedia  Interactive  Services  Inc. and its  subsidiaries  (Pretzel
         Franchising, Inc. and Wheel to Wheel Franchising, Inc.) were engaged in
         the  business  of  developing  and selling  franchises.  Wheel to Wheel
         Franchising,  Inc. ("WTW"), concentrated on the marketing of franchises
         for automotive service centers that used recycled automotive parts, and
         it operated an automotive  service center in Ontario,  Canada.  Pretzel
         Franchising,  Inc. ("PFI"), concentrated on the marketing of franchises
         for  "Pretzel  Twister"  and it operated a store in  Toronto,  Ontario.
         These two Canadian subsidiaries are inactive as of September 30, 1998.

         During   1999,   the   Company    consummated   the   acquisitions   of
         BuckInvestor.com,  Inc., and KingFine,  Inc. The  shareholders of these
         corporations  exchanged all of their shares for shares of the Company's
         Common Stock in business combinations that were accounted for under the
         pooling of interest  method for KingFine,  Inc., and under the purchase
         method for BuckInvestor.com, Inc.

         All financial  information has been  retroactively  adjusted to reflect
         the combined  operations  of the Company and  KingFine,  Inc., as if it
         were a wholly-owned subsidiary of the Company since inception.

                                       26
<PAGE>

         During  the year ended  June 30,  2000,  the  Company  consummated  the
         acquisitions of Ivory Acquisition Corporation,  StreetIQ, Inc., iTrack,
         Inc.,  and the  remaining  51%  interest in MB  Technologies,  Inc. The
         shareholders  of these  corporations  exchanged all of their shares for
         shares of the Company's Common Stock.

         The Company's wholly-owned Internet properties include:

              o  BuckInvestor.com, Inc.  (www.buckinvestor.com),  which provides
              financial  and  investment  information  in a format  targeted  to
              investors    under   the   age   of   35;

              o  KingFine,   Inc.   (www.monsterpick.com),   which  operates  an
              investment  content  website and online message boards targeted to
              active investors;

              o  MB  Technologies, Inc.  (www.tickerzone.com),  a message  board
              community solutions provider;

              o  StreetIQ, Inc.(www.streetiq.com), which provides focused online
              investment information and a community for women;

              o  iTrack,  Inc.  (www.itrack.com),  operates  an  online  auction
              monitoring   service  that  allows  consumers  to  track  specific
              products on the various online auction houses; and

              o  Other Company Internet properties include www.monsterquote.com;
              www.profitwire.com; www.financialcontent.com;  www.casinowhiz.com;
              and www.cosmozmall.com.

         B.       Basis of Presentation and Organization

         These  consolidated   financial   statements  represent  the  financial
         activity of  Cosmoz.com,  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, 2000 and
         1999  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  (as  described   above)  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
         separately 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.

         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.

                                       27
<PAGE>

         Restricted Cash

         In accordance  with the letter of credit  agreement with Shanghai Bank,
         the Company is required to keep $125,000 on deposit as  collateral  for
         the  letter of  credit  issued  by the  bank.  The  letter of credit is
         required  pursuant  to the lease  agreement  for the  Company's  office
         facilities.

         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 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,  and  then 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  principally from two 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.

         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.

                                       28
<PAGE>

         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 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 software development
         costs.

         H.       Advertising Costs

         All  advertising  costs are expensed as incurred.  Advertising  expense
         totaled   approximately   $359,197   and  $93,157  in  2000  and  1999,
         respectively.

         I.       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 of $28,049 in
         2000 and a net  unrealized  loss of $34,705 in 1999 , on these types of
         investments.

         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.

         J.       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.

                                       29
<PAGE>

         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.

         K.       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 is due to the effect of
         dilutive stock options and warrants.

         L.       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.

         M.       Comprehensive Income

         In 1999,  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.

         N.       Business Risks and Credit Concentrations

         The Company operates in the Internet-Portal  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,   short  and  long-term  investments,  and  accounts
         receivable.  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, 2000.

                                       30
<PAGE>

         O.       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 2000  and  were  $10,887  in  1999,
         respectively.  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 discontinued  during the year, and there
         are no  foreign  assets  as of June 30,  1999.  There  were no  foreign
         exchange transactions during the year ended June 30, 2000.

         P.       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.

         Q.       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.

         R.       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.

         S.       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. To date, no
         such impairment has been recorded.

         T.       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.

                                       31
<PAGE>

         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 will
         adopt the provisions of this Interpretation starting July 1, 2000.

2.       Income Taxes
         ------------

         The Company incurred $7,200 and $800 in state taxes for the years ended
         June 30, 2000 and 1999, respectively. No provision for federal taxes in
         the US has been  recorded  for the years  ended June 30, 2000 and 1999.
         The Company incurred net operating losses for this period.  The Company
         has  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                              2000            1999
                                                            -----------     -----------
<S>                                                         <C>             <C>
        United States                                       $(4,362,057)    $(1,007,928)
        Canada                                                   25,623        (297,945)
                                                            -----------     -----------
                                                            $(4,336,434)    $(1,305,873)
                                                            ===========     ===========

        Income Tax Provision                                       2000            1999
                                                            -----------     -----------
        Current:
                 Federal                                    $      --       $      --
                 State                                            7,200             800
                 Foreign                                           --              --
                                                            -----------     -----------
                                                            $     7,200     $       800
                                                            ===========     ===========

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

        Effective Tax Rate Reconciliation                          2000            1999
                                                            -----------     -----------
        Federal income tax rate                                     34%             34%
        State and local taxes, net of
                 federal tax benefit                               3.01%           3.01%
                                                            -----------     -----------
                                                                  37.01%          37.01%
                                                            ===========     ===========
</TABLE>


                                       32
<PAGE>

The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>

   Deferred Tax                                            Year Ended
   Assets and Liabilities                     2000                           1999
   ----------------------                     ----                           ----
                                      Federal         State        Federal         State
                                   -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>
Deferred income tax assets:
     Net operating loss
       Carryforwards               $ 1,683,137    $   205,322    $   342,696    $    84,666
     Capital loss                       19,944          5,188         11,800          2,915
     Property & equipment                6,359          1,653          1,843            455
     Federal benefit for
       state taxes                      60,373           --            1,786           --
     Other                               3,540            920           --             --
                                   -----------    -----------    -----------    -----------

Total deferred tax assets            1,773,353        213,083        358,125         88,036
                                   -----------    -----------    -----------    -----------

Deferred income tax liabilities:
     Intangible assets                 (40,442)       (10,515)        (4,823)        (1,194)
     Unrealized investment loss         (2,229)          (579)       (68,000)       (16,800)
     Nondeductible reserves            (93,931)       (24,422)      (102,643)       (25,359)
                                   -----------    -----------    -----------    -----------

Total deferred tax liabilities        (136,602)       (35,516)      (175,466)       (43,353)
                                   -----------    -----------    -----------    -----------

Net deferred tax assets before
     valuation allowance             1,636,751        177,567        182,659         44,683
Valuation allowance                 (1,636,751)      (177,567)      (182,659)       (44,683)
                                   -----------    -----------    -----------    -----------

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  $10,166,132 from continuing
operations,  which may be used to offset  future  United States income taxes and
which begin to expire in 2019.

3.       Investments
         -----------

                  At  June  30,  1999,   short  and  long-term   investments  in
         marketable securities were classified as available-for-sale as follows:

                        Gross        Gross         Gross
                     Amortized    Unrealized    Unrealized    Estimated
                        Cost         Gain           Loss      Fair Value
                     ----------   ----------    ----------    ----------
Corporate equity     $  596,875   $     --      $  (44,375)   $  552,500
securities

Mutual Funds:
 Equity securities      301,524       11,260          --         312,784
 Debt securities        701,576       (1,590)      699,986
                     ----------   ----------    ----------    ----------
Total short-term
investments           1,599,975       11,260       (45,965)    1,565,270

Corporate equity
securities,
privately-held          145,000         --            --         145,000
                     ----------   ----------    ----------    ----------

Total                $1,744,975   $   11,260    $  (45,965)   $1,710,270
                     ==========   ==========    ==========    ==========

                                       33
<PAGE>


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

                       Gross      Gross       Gross
                     Amortized  Unrealized  Unrealized  Estimated
                       Cost       Gain        Loss      Fair Value
                     --------   --------    --------    --------
Mutual Funds:
 Equity securities   $ 10,000   $   --      $ (6,657)   $  3,343
                     --------   --------    --------    --------
Total short-term

investments            10,000     (6,657)      3,343

Corporate equity
securities,

privately-held        210,982       --          --       210,982

                     --------   --------    --------    --------
Total                $220,982   $   --      $ (6,657)   $214,325
                     ========   ========    ========    ========


         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  ("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  cash  investment),  and 56,108  shares of eCal Common  Stock.
         Currently, eCal is a privately held corporation,  and the value of eCal
         shares is not determinable.

4.       Stock Option Plan
         -----------------

         On November 17, 1999,  the  Company's  board of directors  approved the
         Cosmoz.com,  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, 2000 and 1999, 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.

                                       34
<PAGE>

         Under this plan, no option may be exercised  after the expiration  date
         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, 2000 and 1999 are summarized as follows:
<TABLE>
<CAPTION>

                                                            2000                                 1999
                                                            ----                                 ----
                                                  Number            Weighted          Number of         Weighted
                                                    of               average           options           average
                                                  options           exercise                            exercise
                                                                      price                               price
                                              ----------------    -------------    --------------    --------------
<S>                                                 <C>           <C>                   <C>           <C>
Outstanding at beginning of year                    2,700,000     $        0.21         2,500,000     $        0.15
Granted                                             1,552,500              0.98           200,000              1.25
Exercised
Forfeited/Cancelled                               (3,460,000)              0.40                 -                 -
                                              ----------------    -------------    --------------    --------------

Outstanding at end of year                            792,500              0.36         2,700,000              0.24
                                              ================    -------------    ==============    --------------

Exercisable at end of year                            434,028     $        0.32         2,625,000     $        0.21
                                              ================    =============    ==============    ==============
</TABLE>

         The non-statutory stock options are for periods of three to four years.
         Options to purchase 434,028 shares were vested as of June 30, 2000.

         The following table summarizes information about options outstanding at
         June 30, 2000.
<TABLE>
<CAPTION>

                                                      Weighted       Weighted Average
                                                      Average           Remaining       Number Exercisable
                                                   Exercise Price    Contractual Life          as of
        Exercise prices      Number Outstanding       per Share          in Years          June 30, 2000
        ---------------      ------------------       ---------          --------          -------------
<S>                                  <C>                <C>                <C>                <C>
              $0.59                  517,500            $ 0.59             2.80               259,028
              $1.00                  100,000              1.00             1.25               100,000
              $1.50                  175,000              1.50             3.07                75,000
                            ---------------------                                      ---------------------

                                         792,500                                                  434,028
                            =====================                                      =====================
</TABLE>

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

                                       35
<PAGE>

         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 reduced to the pro forma amounts  indicated
         below for the years ended June 30:
<TABLE>
<CAPTION>

                                                                            2000                 1999
                                                                       ---------------      ----------------
<S>                                                                 <C>                  <C>
         Net loss:
          As reported                                               $     (4,336,425)    $      (1,305,873)
          Pro forma                                                 $     (4,754,401)    $      (1,423,015)

         Basic and diluted loss per common share:
          As reported:
          Basic                                                     $         (0.071)    $          (0.028)
          Diluted                                                   $         (0.068)    $          (0.027)
          Pro forma:
          Basic                                                     $         (0.078)    $          (0.031)
          Diluted                                                   $         (0.075)    $          (0.029)
</TABLE>


         Options are  granted at prices are 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 years  ended June 30,  2000 and 1999,  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 and
         $65,896 for the years ended June 30, 2000 and 1999, respectively.

         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:  1999:  dividend  yield of 0%;  expected
         volatility of 200%;  risk-free interest rate of 6.0%, and expected life
         of 5 years;  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 BuckInvestor.com, Inc.

         On  May  5,  1999,  the  Company   completed  the  acquisition  of  all
         outstanding shares of BuckInvestor.com,  Inc.  ("BuckInvestor.com"),  a
         privately held online financial  information content provider,  through
         the issuance of 900,000  shares of Cosmoz Common Stock,  a market value
         of  $1,012,500  at the time of the  transaction.  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  is
         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 has been  allocated  to  goodwill.  Results of  operations  for
         BuckInvestor.com   have  been   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. Upon acquisition,
         the historical financial results of BuckInvestor.com were de minimis.

                                       36
<PAGE>

         B.       Acquisition of KingFine, Inc.

         On  June  10,  1999,  the  Company  completed  the  acquisition  of all
         outstanding  shares of KingFine,  Inc.  ("KingFine"),  a privately-held
         online financial information content provider and operator of an online
         message board,  through the issuance of 200,000 shares of Cosmoz Common
         Stock for all of KingFine's  outstanding  shares.  The  acquisition was
         accounted for as a pooling of  interests.  The  consolidated  financial
         statements for the year ended June 30, 1999 and the accompanying  notes
         reflect the Company's  financial position and the results of operations
         as if KingFine  was a  wholly-owned  subsidiary  of the  Company  since
         inception.

         C.       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  financial  results  of MB were de
         minimis for the year ended June 30, 1999.

         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.

         D.       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 previous 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.

         E.       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  will be
         accounted  for as a purchase in accordance  with the  provisions of APB
         16.  Under the purchase  method of  accounting,  the purchase  price is
         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  will be  allocated  to  goodwill.  Results of  operations  for
         StreetIQ will be 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. Upon acquisition,  the historical
         financial results of StreetIQ were de minimis.

                                       37
<PAGE>

         F.       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  will be  acquired  by  Cosmoz  in  exchange  for a  maximum  of
         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
         are not considered to be significant.

6.       Extraordinary Loss
         ------------------

         During 1999, the Company  terminated its acquisition of Investors Guru,
         a website  specializing  in providing  financial  content to investors.
         Under the terms of the  purchase  agreement,  the Company  forwarded an
         initial payment of $200,000 to the owners of Investors Guru,  which was
         lost  when  the  acquisition   was  terminated   prior  to  completion.
         Accordingly, the Company has recorded a one-time charge of $200,000 for
         the failed acquisition.

7.       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.  The estimate for loss  contingencies  from
         discontinued operations was reduced during 2000.

         There are no assets 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  2000,  and  net  sales  attributable  to
         discontinued  operations  were  $48,753  in 1999.  Income  (loss)  from
         discontinued  operations of $25,623 and  $(297,945) for the years ended
         June 30, 2000 and 1999 is reported net of income tax expense (benefit),
         which was zero for both years.

8.       Common Stock Transactions
         -------------------------

         The Company concluded several private placement offerings of its common
         stock during 2000 and 1999 and  converted  short-term  debt into common
         stock. The Company raised approximately $400,000 and $3,500,000 in cash
         in 2000 and 1999, respectively,  from these placements. The Company has
         a subscription receivable for $600,000 as of June 30, 2000. 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.

         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.

                                       38
<PAGE>

         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, 2000, the Company had received
         payment of $400,000 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 operates 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; 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.

Warrants

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

                                                                        Exercise
                                                      Shares            Price
                                                      ---------   --------------
                    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
                                                      =========

                                       39
<PAGE>

         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.

9.       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,  current CEO of the
         Company. 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 payable
         is due upon demand and bears an annual  interest  rate of 12%,  and the
         balance as of June 30, 2000 is $150,000.

         B.       Advances from Shareholders that were converted to common stock
                  during the year ended June 30, 1999, are noted as follows:

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

         Note payable to shareholders         2,750,000          $   2,750,000
         ----------------------------
                                          -----------------     ----------------
                                              2,750,000          $   2,750,000
                                          =================     ================

                  There were no  conversions  of notes payable into common stock
                  in 2000.

         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. Wilfred Shaw has been  performing the duties of Chairman and CEO of
         Cosmoz  starting July 1, 1998 to December 31, 1999, and he has received
         no remuneration for his services, which is pursuant to his decision. He
         has performed these services pro bono.


                                       40
<PAGE>
         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.  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 October 15, 1999, options
         convertible to 2,500,000 shares of common stock,  which were granted to
         CEO Wilfred Shaw, expired without being exercised.

         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. SharpManagement is 100%
         owned by Wilfred  Shaw.  As of June 30,  2000,  SharpManagement  is due
         $248,427.

         E.       Common Stock transactions

         On April 12, 1999, the Company sold 8,625,000 shares of stock for $.083
         per share. The total proceed from these  transactions was $717,383.  Of
         this  amount,  the Company  sold  1,025,000 of these shares to a family
         member of Wilfred Shaw,  the CEO and Chairman of the Board of Directors
         of Cosmoz.

         F.       Wing Yu

         Mr. Wing Yu, an officer of the  Company,  held a 25% in KingFine  which
         was  acquired  by  Cosmoz  on  June  10,  1999.  As a  result  of  this
         transaction,  Mr. Yu received  50,000  shares of Cosmoz Common Stock in
         exchange for his 25% interest in KingFine.

10.      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 leases the facility under a
         3-year  agreement that terminates on February 28, 2003, with no renewal
         option.  The aggregate  annual rental rate for the entire  facility for
         the  first,  second,  and third  years of the lease  term is  $248,094,
         $255,182, and $262,271,  respectively. The Company is also obligated to
         pay 33.34% of increases in operating  expenses and property  taxes paid
         or incurred by the  landlord in the second and third years of the lease
         term.  All  operations  including  system  development,   control,  and
         maintenance are performed at this facility.

         For the years ended June 30, 2000 and 1999,  rent  expense was $146,707
         and $12,884, respectively.

                                       41
<PAGE>


         C.       Letter-of-credit

         As of June 30,  2000,  the Company  was  contingently  liable  under an
         outstanding  irrevocable  letter of credit from a bank in the principal
         amount of  $125,000,  issued in  connection  with the lease of  certain
         office space. The letter of credit is collateralized by a $125,000 cash
         deposit with the bank.

11.      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.   In  August  2000,  the  Company  has  filed  a
         registration  statement  (Form S-1) with the US Securities and Exchange
         Commission to register shares for sale. The financial statements do not
         include  any  adjustments  that might  result  from the outcome of this
         uncertainty.

12.      Risks Presented by the Year 2000 Issue
         --------------------------------------

         The  inability of  computers,  software and other  equipment  utilizing
         microprocessors   to  recognize   and  properly   process  data  fields
         containing  a 2-digit  year is  commonly  referred  to as the Year 2000
         Compliance  issue.  As of June 30,  2000,  the  Company has not had any
         systems  that were  unable to  accurately  process  certain  date-based
         information.

         The Company  management does not anticipate the Year 2000 issue to have
         a significant  impact on its  operations or financial  operations.  The
         Company has not incurred  material  costs to date in this process,  and
         currently  does not believe  that the cost of  additional  actions will
         have a  material  effect on its  results  of  operations  or  financial
         condition.

         Although  Cosmoz  currently  believes  that its  systems  are Year 2000
         compliant in all material  respects,  the current  systems and products
         may contain  undetected errors or defects with Year 2000 date functions
         that may  result in  material  costs.  The  Company is not aware of any
         material  operational  issues or costs  associated  with  preparing its
         internal systems for the Year 2000, the Company may experience  serious
         unanticipated  negative  consequences (such as significant downtime for
         one or more Cosmoz's  Internet  properties) or material costs caused by
         undetected  errors or defects in the  technology  used in its  internal
         systems.  In  addition,  the Company  utilizes  third-party  equipment,
         software  and content,  including  non-information  technology  systems
         ("non-IT  systems"),  such as its building equipment and non-IT systems
         embedded  micro-controllers  that may not be Year 2000  compliant.  The
         Company has assessed  that there are no material  effects on operations
         from these third parties providing service to the Company.

13.      Subsequent Events
         -----------------

         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.  The  Securities  and  Exchange  Commission  is currently
         reviewing the Registration Statement filing.

                                       42
<PAGE>

ITEM  9. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

Not applicable.


                                    PART III

ITEM 10. OUR DIRECTORS AND EXECUTIVE OFFICERS

Our  directors,  executive  officers and other  management  employees  and their
respective ages and positions as of August 15, 2000, are as follows.

Name                       Age              Title
-------------------------------------------------
Wilfred Shaw               29               Director, Chairman, CEO
Wing Yu                    31               Director, Chief Operating Officer
Owen Naccarato             50               Director (non-employee)
Michael Spadaccini         35               General Counsel, Corporate Secretary

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.  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 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.  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.  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.

Michael Spadaccini,  General Counsel and Corporate Secretary, joined us in March
of 2000. Mr.  Spadaccini  practiced law as a sole  practitioner  specializing in
business law and intellectual  property in San Francisco from 1993 until joining
us in March of 2000. In his practice, Mr. Spadaccini represented businesses in a
wide  range  of  industries  including  furniture,   fashion,  farming,  retail,
computers,  and the Internet.  Mr. Spadaccini is admitted to the California Bar,
as well as the Bars of the U.S. District Court for Northern California, the U.S.
Court of Appeals for the 9th Circuit,  and the U.S. Court of Appeals for Federal
Circuit.

                                       43
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

Effective 1/1/2000, we entered into an agreement with  SharpManagement,  LLC, an
entity  entirely  controlled  by Wilfred Shaw, to secure the services of Wilfred
Shaw as our CEO. Under the agreement, we are obligated to pay to SharpManagement
an initial payment of $180,000,  and annual payments of $180,000. As of the date
of this filing,  payments  under the agreement  have not been paid to either Mr.
Shaw or SharpManagement.

No  executive  officer  or  other  employee  is  reasonably   expected  to  earn
compensation in excess of $100,000 in the fiscal year ending June 30, 2000.

However,  two  employees  in addition to Mr. Shaw are expected to earn more than
$100,000.00 in the fiscal year ending June 30, 2001. Michael Spadaccini, General
Counsel and Corporate Secretary, began his employ on March 13, 2000. He earns an
annual salary of $100,000.00,  and in May of 2000,  received options to purchase
84,000  shares of our common stock at a strike price of $0.5938 per share.  Wing
Yu, a director,  was promoted to chief  operating  officer on May 11,  2000.  He
earns  an  annual  salary  of  $120,000.00,  and  received  a  signing  bonus of
$6,800.00.

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 $0.5938
per share.

On November  17,  1999,  our Board of  directors  approved our 1999 stock option
plan. On December 20, 1999, our  shareholders,  at our annual meeting,  approved
the plan, and authorized a pool of 6,000,000 shares of common stock to be issued
according to the plan.  The plan  authorizes  both  incentive  stock options and
non-statutory stock options.

We  do  not  yet  have  a   compensation   committee  that  approves  or  offers
recommendations on compensation for our employees.

INDEMNIFICATION OF OUR DIRECTORS AND OFFICERS

Section 145 of the Delaware General  Corporation Law provides,  in effect,  that
any  person  made a party to any  action by reason of the fact that he is or was
our  director,  officer,  employee  or agent  may and,  in some  cases,  must be
indemnified by us against,  in the case of a non derivative  action,  judgments,
fines,  amounts paid in settlement and reasonable expenses including  attorneys'
fees incurred by him as a result of such action, and in the case of a derivative
action,  against expenses including attorneys' fees, if in either type of action
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to our  best  interests.  This  indemnification  does not  apply,  in a
derivative  action,  to matters as to which it is  adjudged  that the  director,
officer,  employee  or agent is  liable to us,  unless  upon  court  order it is
determined that, despite such adjudication of liability,  but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
expenses,  and, in a non derivative action, to any criminal  proceeding in which
such person had reasonable cause to believe his conduct was unlawful.

Article V of our certificate of incorporation,  as amended, provides that all of
our directors  shall be protected from personal  liability to the fullest extent
permitted by law.

Article VII of our Bylaws  provides  that we shall  indemnify  our  officers and
directors to the fullest  extent  permitted or  authorized  by current or future
legislation  or  judicial  or   administrative   decision  against  all  adverse
consequences.

                                       44
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth  information   regarding  beneficial
ownership of common stock as of August 15, 2000 for a total of 64,514,848 shares
of common stock, by:

o each shareholder  known by us to own  beneficially  more than 5% of our common
stock; o each person or entity known to us to own  beneficially  more than 5% of
our common stock; o each of our directors; o each of our executive officers; and
o all executive officers and directors as a group.
<TABLE>
<CAPTION>
                                                                      AMOUNT AND NATURE OF          PERCENT OF CLASS
(1) TITLE OF CLASS          NAME AND ADDRESS OF BENEFICIAL OWNER      BENEFICIAL OWNERSHIP          (1)
--------------------------- ----------------------------------------- ----------------------------- --------------------
<S>                         <C>                                       <C>                           <C>
CLASS A COMMON              Asia Pacific Ventures (2) Suite 13 16th   6,000,000                     9.30%
                            Floor, Kinwick Centre,
                            32 Hollywood Road
                            Central Hong Kong, Hong Kong
CLASS A COMMON              Times Square International, Inc.          7,500,000                     11.63%
                            C/O MIS International, Inc. 145 Traders
                            Blvd, E. #40, Mississauga, Ontario,
                            Canada L4Z 3L3
CLASS A COMMON              Corworth Investment, Inc. C/O MIS         7,356,117                     11.40%
                            International, Inc.
                            145 Traders Blvd, E. #40 Mississauga,
                            Ontario, Canada L4Z 3L3
CLASS A COMMON              Tupelo Investments, Ltd., Box 107         5,780,303                     8.96%
                            Oceanic House, Grand Turk, Turk &
                            Caicos Islands
CLASS A COMMON              Wilfred Shaw, Chairman and CEO            1,526,798                     2.37%
                            1515 So. El Camino Real, Suite 100, San
                            Mateo, CA 94402
CLASS A COMMON              Wing Yu, Director and COO                 175,000                       0.27%
                            1515 So. El Camino Real, Suite 100, San
                            Mateo, CA 94402
CLASS A COMMON              Michael Spadaccini, General Counsel and   5,700                         0.0088%
                            Corporate Secretary
                            1515 So. El Camino Real, Suite 100,
                            San Mateo, CA 94402
</TABLE>

(1) These  percentages  are based upon  64,514,848  shares of our  common  stock
outstanding.
(2) Asia Pacific  Ventures is a related party to Mr. Wilfred Shaw,  Chairman and
Chief Executive Officer.

ITEM 13. RELATIONSHIPS AND RELATED TRANSACTIONS

Some  transactions to which we are a party and some matters affecting us have or
will  result  in a  material  benefit  to some of our  directors  and  executive
officers, or may create conflicts of interest, as follows:

                                       45
<PAGE>

On January 7, 2000, our board approved a grant of 875,000  restricted  shares to
Justin Keener, who at that time was serving as our chief operating officer,  and
as a director. On May 12, 2000, Mr. Keener surrendered the share certificate and
cancelled the shares. The board has recently proposed, but has not yet approved,
a resolution  that Mr. Keener  receive  non-qualified  stock options to purchase
467,466  shares of our  common  stock.  On or about  May 12,  2000,  Mr.  Keener
resigned  from his position as chief  operating  officer and  resigned  from the
board.

On January 7, 2000, our board approved a grant of 625,000  restricted  shares to
Wing Yu, who at that time was serving as our Chief Technology Officer,  and as a
director.  On May 11,  2000,  Mr.  Yu  surrendered  the  share  certificate  and
cancelled the shares. The board has recently proposed, but has not yet approved,
a resolution that Mr. Yu receive non-qualified stock options to purchase 937,500
shares of our common stock.

On January 7, 2000, our board approved a grant of 625,000  restricted  shares to
Gurkan  Fidan,  who at that time was serving as our Vice  President  of Internet
Operations.  On May 11, 2000, Mr. Fidan  surrendered  the share  certificate and
cancelled the shares. The board has recently proposed, but has not yet approved,
a resolution  that Mr. Fidan  receive  non-qualified  stock  options to purchase
937,500 shares of our common stock.

On January 7, 2000, our board approved a grant of 1,250,000 restricted shares to
SharpManagement,  an LLC wholly owned by our CEO and Chairman,  Wilfred Shaw. On
May 10, 2000,  SharpManagement  surrendered the share  certificate and cancelled
the  shares.  The board  has  recently  proposed,  but has not yet  approved,  a
resolution that SharpManagement  receive non-qualified stock options to purchase
1,875,000 shares of our common stock.

Owen Naccarato, an attorney that performs legal services for us 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 at a price of $0.5938 per share.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) INDEX TO CONSOLIDATED  FINANCIAL  STATEMENTS,  FINANCIAL STATEMENT SCHEDULES
AND EXHIBITS

(A)(1) INDEX TO FINANCIAL STATEMENTS                                 PAGE

         Independent Auditors' Report                                19
         Consolidated Balance Sheets                                 20
         Consolidated Statements of Operations                       22
         Consolidated Statements of Changes in
         Shareholders' Equity                                        23
         Consolidated Statements of Cash Flows                       25
         Notes to the Financial Statements                           26

(a)(3) INDEX TO EXHIBITS

         Number of                                                   Sequential
         Item                                                        Numbering
         Assigned in                                                 System
         Regulation                                                  Page Number
         S-K, Item 601     Description of Exhibit                    of Exhibit
         --------------    --------------------------                -----------

         (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)

                                       46
<PAGE>

         (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)

         (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)

                           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)

         (21)              21.1. Subsidiaries of the Registrant.

(b) Reports on Form 8-K

         None.

                                       47
<PAGE>

                                   SIGNATURES

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

COSMOZ.COM, INC.

By: /s/ Willfed Shaw
-------------------------------------
        Wilfred Shaw
        CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following  persons on behalf of the Registrant
and in the capacities and on the date set forth above.

SIGNATURE                           TITLE                          DATE
---------                           -----                          ----
/s/ Wing Yu
-----------------
    Wing Yu                    COO and Director               September 27, 2000

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

/s/ Michael Spadaccini
----------------------
    Michael Spadaccini         General Counsel, Secretary     September 27, 2000

                                       48