SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
               For the transitional year ended: December 31, 2000

                         CORMAX BUSINESS SOLUTIONS INC.
             (Exact name of registrant as specified in its charter)

                                 WATCHOUT! INC.
                           (Former Name of Registrant)

        Utah                                                84-0959153
(State or Other Jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                         Suite 810, 808 4th Avenue S.W.
                        Calgary, Alberta, Canada T2P 3E8
                (Address of principal Executive Offices Zip Code)

       Registrant's telephone number, including area code: (888) 261-2887

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

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

                     Common Stock, $.001 Par Value per Share
                                (Title of Class)

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 ( )

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.

                                 Yes ( ) No (X)

State issuer's revenues for its most recent fiscal year $194,620

                 Transitional Small Business Disclosure Format:

                                 ( ) Yes (X) No

As of December 31, 2000, 12,129,921 shares of common stock were outstanding. The
aggregate  market value of the Stock held by  non-affiliates  was  $3,374,538 at
December 31, 2001 based on closing price of $.28 per share.

Documents incorporated by reference:


<PAGE>


                         CORMAX BUSINESS SOLUTIONS INC.
                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                TABLE OF CONTENTS

PART I

                                                                        PAGE NO.
Item 1.  Description of Business

Item 2.  Description of Property

Item 3.  Legal Proceedings

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

PART II

Item 5.  Market For Common Equity and Related Stockholder Matters

Item 6.  Management's Discussion and Analysis or Plan Of Operation

Item 7.  Financial Statements

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

PART III

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

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions

Item 13. Exhibits and Reports on Form 8-K


                                   FORM 10-KSB
                   For the fiscal year ended December 31, 2000

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended. When used in this Annual
Report, or in our future filings with the SEC, in our press releases and in oral
statements made with the approval of an authorized  executive officer, the words
or  phrases  "anticipates,"   "estimates,"   "expects,"  "will  likely  result,"
"projects,"  "believes,"  "intends,"  or similar  expressions  are  intended  to
identify such  forward-looking  statements,  but are not the exclusive  means of
identifying such statements.  These forward-looking statements involve risks and
uncertainties  that may cause our actual results to differ  materially  from the
results discussed in the forward-looking statements.

We caution you not to place undue reliance on these forward-looking  statements,
which speak only as of the date made.  We undertake no  obligation to revise any
forward-looking statements in order to reflect events or circumstances after the
date of such statements.  Readers are urged to carefully review and consider the

<PAGE>

various disclosures made by us in this report and other reports we file with the
SEC that attempt to advise interested  parties of the risks and factors that may
affect our business.

                                     PART I

Item 1. Description of Business

General - Organization and Reorganization

Since its  inception  in July of 1983 as White  Cloud  Exploration,  Inc.  ("the
Company"),  has  been in the  developmental  stage,  while it has  attempted  to
identify suitable mergers, assets or acquisitions of operations.

White Cloud,  in March of 1991,  entered into a Letter of Intent  whereby  White
Cloud was to acquire 100% of the Stock of American  Technology,  Inc.("ATI")  in
exchange for stock of White Cloud.  The merger was  cancelled  due to accounting
difficulties with American Technology, Inc.

The Company had no further  activities  since  1991,  and was  inactive up until
1997. The Company changed its name to Watchout! Inc., in November, 1998.

In April  1997,  William  C.  Meier  through  his  beneficial  ownership  of WCM
Investments, Inc., a Texas corporation ("WCM Investments"),  obtained control of
Registrant by purchasing on April 17, 1997, 5,010,750  (pre-reverse stock split)
shares of Registrant's Common Stock. On May 14, 1997, WCM Investments  purchased
from  Registrant  7,500,000  (pre-reverse  stock split)  newly issued  shares of
Registrant's  Common  Stock  for  $7,500 in cash.  The  12,510,750  shares  were
automatically  converted  into 72,213  shares  pursuant to a 173.25 to 1 reverse
stock split of Registrant's Common Stock on June 29, 1997, and represented 72.2%
of the shares of Common Stock of Registrant outstanding at such time.

The  Watchout!  Agreement  was entered  into  effective  May 30,  1997,  and the
Watchout!  Acquisition became effective as of December 29, 1997. Pursuant to the
Watchout!  Agreement,  the  shareholders of Watchout!  contributed to Registrant
251,354 shares of Watchout's common stock (100%) for an aggregate  consideration
of  11,296,300  shares of  Registrant's  common  stock.  The number of shares of
Registrant's  common  stock  issued  pursuant  to the  Watchout!  Agreement  was
determined by reference to the proportionate  post-Acquisition  equity ownership
of  Registrant  negotiated  by  the  pre-Acquisition   Watchout!   shareholders,
Goldpoint  members  and  Registrant  shareholders.  Prior to the  closing of the
Watchout!  Acquisition,  Watchout!  was  controlled  by Robert  Galoob and David
Galoob.

As a result of the Watchout!  Acquisition,  Registrant  owned 100% of the issued
and  outstanding  shares of  Watchout!  Watchout!  intended to market  worldwide
watches and other consumer goods  utilizing  proprietary  colored liquid crystal
display technology.

Pursuant to an LLC Interest and Asset  Contribution  Agreement  (the  "Goldpoint
Agreement" and together with the Watchout!  Agreement,  the  "Agreements"),  the
members  (i.e.,  equity  holders) of  Goldpoint  International,  LLC, a Delaware
limited  liability  company  ("Goldpoint"),  effective  as of December 29, 1997,
contemporaneously with the closing of the Watchout!  Acquisition,  received from
Registrant  2,140,000  newly  issued  shares  of  Registrant's  common  stock in
exchange  for 100% of the  membership  interests in  Goldpoint  (the  "Goldpoint
Acquisition".)   The  2,140,000  shares  represent   approximately  14%  of  the
outstanding shares of common stock of Registrant on a fully diluted basis. Prior
to the closing of the Goldpoint  Acquisition,  Goldpoint  was  controlled by Mr.
Stephen J. Petre.

Effective   as  of  December  29,  1997,   pursuant  to  the   Agreements,   and
contemporaneously  with the consummation of the Acquisitions,  Robert Galoob and
David Galoob  accepted  appointments  as directors of Registrant  from the prior
directors of Registrant, each of whom resigned as directors.

As a  result  of  the  Goldpoint  Acquisition,  Registrant  owned  100%  of  the
outstanding  membership interests in Goldpoint LLC. Goldpoint intended to market
fine writing instruments.

<PAGE>

Neither  WatchOut!  Inc. nor  Goldpoint  was  successful  in raising  capital or
carrying out the business plan  adopted.  As a result all attempts at operations
were suspended in September 1998, and no further business was attempted in 1998.

Pursuant  to a  Stock  Purchase  Agreement  effective  as of  October  9,  1999,
Innovative  Cybersystems  Corp.,  a  Florida  corporation,  agreed  to  purchase
6,376,922 issued and outstanding shares of Registrant's  common stock from David
Galoob,  Robert Galoob, and Archangel Holding Company, LLC. The 6,376,922 shares
represent  approximately  42% of the  outstanding  shares of the common stock of
Registrant  on a fully  diluted  basis.  In addition  Innovative  has options to
purchase an additional  1,750,00  common  shares.  Innovative  Cybersystems  was
controlled by Kevin Waltzer. In addition,  Innovative Cybersystems had 1,750,000
options to purchase.

As of the closing,  the  following  persons  owned more than 5% of  Registrant's
outstanding common stock (on a fully diluted basis):

Innovative Cybersystems Corp. 6,376,922 shares

Innovative Cybersystems also has options for 1,750,000 shares.

The Closing was completed on February 11, 2000.

On August 31, 2000, Watchout!  acquired all of the issued and outstanding shares
of common stock of Cormax Business Solutions,  Ltd. in exchange for the issuance
of 25,100,000  shares of our common stock. For purposes of the transaction,  the
shares were valued at $.30 per share for a total  consideration  of  $7,530,000.
The  transaction  was  subject to receipt  of certain  documentation,  which was
received by the Company on September 9, 2000.  Pursuant to the share acquisition
Agreement, Todd Violette was appointed as President and Chairman of the Board of
Directors of the Registrant.

On March  7,  2001  Watchout!  Inc.,  filed  an  amendment  to its  articles  of
incorporation changing the registrant's name to Cormax Business Solutions Inc.

OVERVIEW OF BUSINESS

Cormax Business Solutions provides Wireless  Infrastructure  Services and offers
Web Hosting and Design Solutions.

Cormax  Wireless  Infrastructure  Division  provides  fully  managed  high-speed
Internet  access  and  advanced  bandwidth  applications  to small and  mid-size
businesses, institutions, government entities, commercial buildings and multiple
dwelling units. Cormax uses carrier class networking equipment, industry leading
access  products and the latest  wireless  radio  transmission  technologies  to
provide this service. The Company also delivers network integration,  consulting
services and specialized services and/or products through its business partners,
such as Value Added Resellers (VARs).

Cormax designs, implements and manages "turn-key" Internet solutions to be owned
and operated in  cooperation  with a partner  such as an ISP or Network  company
wishing to add high capacity Internet to their current service offering. We will
manage network design,  implementation,  administration and maintenance  working
towards entering into a revenue sharing agreement with the local partner.  These
revenue  sharing models vary,  depending on the partners  desire to own all or a
portion of the network.

Our Internet  web-hosting  division provides solutions for small to medium sized
emerging  growth   companies   primarily  in  the   business-to-consumer   (B2C)
marketplace.  We provide hosting services that enable businesses to establish an
Internet  presence  through  our  web-hosting   infrastructure  and  web  design
services.

The  advancement  of technology  and the growth of the Internet  during the past
several  years  has  enabled   companies  of  all  sizes  to  enter  the  global
marketplace. Originally, many organizations felt they had the internal expertise
and  resources  required  to  establish  and grow a new company in a dynamic and

<PAGE>

competitive  market.  However,  many  companies  now  recognize the need to seek
outside  guidance in order to become  competitive  and ensure that all  internal
resources are focused on the companies' core business processes.

MARKET ANALYSIS

International  Data  Corporation  (IDC) forecasts that by the end of 2002, there
will be more wireless subscribers capable of Internet access than wired Internet
users. Nokia research also predict that by the end of 2003 more than 600 million
net enabled  handsets will be in use. In  comparison,  today there are more than
500 million Personal  Computers  connected to the Internet.  The Strategis Group
has found that 20% of all adults in the U.S.  population want access to wireless
e-mail or wireless  Internet access  displaying a potential  target market of 39
million  subscribers.  In  addition,  studies by the  Strategis  Group show that
nearly 50 million people use wireless e-mail and 4.4 million will adopt wireless
Internet  services by 2004. All market  analysis was extracted in August of 2000
from its respective sources.

Cormax also  provides  hosting  services  that enable  business to  establish an
Internet  presence.  According  to  Dataquest  Inc.,  the  U.S.  hosting  market
forecasts to experience  substantial  growth,  with revenue  projections of more
than $9.3 billion in 2004.  By 2004,  hosting will account for 13 percent of the
$69.2 billion management services market.

LONG-TERM TARGET MARKET

Our focus will be to target existing and new Internet  Service  Providers (ISPs)
in  non-major  cities that are not the focus of the major  carriers and national
ISPs.  These  communities are typically poorly serviced by existing ISPs and are
not targets for the major carriers to deliver services. Our plan will consist of
three major  thrusts,  the first to expand the ISP's  reach with fixed  wireless
technology,  the second is to extend  their  ability to  deliver  Internet  into
multi-tenant  buildings that have little or no cable  infrastructure  to support
high speed Internet, the third is to enhance the ISP's product offering with our
suite of products and services  including:  Internet  VPN,  Firewall  (security)
systems,   voice   over   IP,   and   IP   telephony   solutions,    and   video
conferencing/surveillance systems.

Cormax  future  plans are to  acquire  an  established  ISP.  The reason for the
acquisition  would be to establish a beta site for  building a wireless  network
and  selling  enhancement  products  to  the  ISP's  current  market  share.  An
established ISP has name recognition and experience in the marketplace that will
be extremely  valuable in  establishing  the markets  likely  acceptance of this
strategy.

CORMAX SOLUTIONS

Fixed Wireless

Cormax builds  wireless  Internet MAN  (municipal  area  networks) to be jointly
owned and operated by customers and partners.  The network  allows the affiliate
to  distribute  the  Internet's  signals for its  Internet  access  customers by
installing a small radio antenna, on top of their building. When a user accesses
the  Internet,  a  digitized  signal  is  relayed  to the  rooftop  antenna  via
high-speed  wiring  installed  by the Company.  From the antenna,  the signal is
transmitted  to a centrally  located  point of presence  ("POP")  antenna,  also
situated on a rooftop or tower.  The distance of transmission can range anywhere
from 5 miles up to a maximum range of up to 25 miles.

A single customer antenna can support a virtually unlimited number of individual
connections at the  particular  site,  limited only by the bandwidth  defined by
their particular service. Multiple clients can also be served at a single client
antenna location  depending on their proximity and feasibility of running cable,
from a central hub located near that antenna, to their specific locations.

Inherent Value
Cormax  Internet  service will be delivered  with a suite of "inherent"  feature
sets intended  differentiate  the service from other ISPs that deliver  internet
access only or only a limited number of options.

<PAGE>

The value proposition of our products can be viewed as follows:

Extendibility.
Cormax  employs  leading edge  technologies  to deliver high  capacity  Internet
services  to  business  communities  that  otherwise  cannot  access  high speed
Internet.  Through the use of leading edge radio  technology,  Cormax can extend
Internet services at speeds and prices previously not possible.

Selection.
Cormax offers a wide range of Internet  connection services ranging from "Burst"
type services  similar to those delivered by ADSL, or cable  connections.  These
services come in 1Mb and 3Mb burstable services. Cormax also delivers a range of
high-speed dedicated services, from 128Kbps through to 1.54Mbps (T1) and as much
as 10Mbsp committed throughput to the Internet backbone.

Network Monitoring/Availability.
Through our Network  Operations  Center,  network failures are identified by our
monitoring  system.  The system  automatically  dispatches  technicians to begin
restoring service. Customer Care will operate a call in service for customers to
report failures as well. The Customer Care center can also dispatch  technicians
to resolve network failures.

This network  management,  customer care management and quality engineering with
designing  and  building  our network  infrastructure  allows  Cormax to deliver
extremely high network availability.

Cormax compliments its Internet access service with a menu of revenue maximizing
products and services that further cement the  relationship  between the Company
and its customers.  Each add-on product or service in this category tends to use
incrementally  more bandwidth  thereby  increasing  the likelihood  that a given
client will  eventually  upgrade their Internet  Access  Service.  Many of these
add-on  products  and  services  have a sales  life of their own which  makes it
possible for Cormax sales staff to sell to  organizations  that are not ready or
able to purchase the company's Internet access services.  The add-on product and
service offerings include offerings in the areas of Network Security,  Voice and
Video Conferencing,  Voice over IP (VOIP) systems, Telecommuter services (remote
access from home computers),  Video  Surveillance,  and Network Design Services.
The Company also offers high-end  telecom  consultancy  services,  which tend to
provide a paid-for  opportunity  to design the  company's  products and services
into large infrastructure opportunities.

Multi-Tenant Building Solutions
Cormax has a powerful technological solution geared to Multi Tenant Units (MTU),
such as apartment  buildings,  office buildings or shared office floors.  Cormax
has a number of  technologies  designed to distribute high speed Internet access
throughout  the  facility  using  existing  or new  structured  cable,  wireless
technologies, or new advanced copper wire multiplexing technology that allows us
to distribute  1.5Mbps over existing  telephone wires,  while the telephones are
still connected.

ADVANCED INTERNET SOLUTIONS

The value  proposition for these "Value Added" products and services include the
following key areas:

On-Site Firewall Service
Cormax  provides a  Firewall  security  service  that  places a security  device
between the  customer's  network and the Internet.  This service  protects their
network  from  unwanted  entry  by  ex-employee's,  competition  and the  hacker
community at large.

Branch-to-Branch Connections
Cormax can also deliver  leading edge  technology  based  solutions to establish
secure connections through the Internet between your branch offices. Allow users
in all offices to share network resources with one another, while taking comfort
that the data moving  back and forth is secure and  unreadable  by the  Internet
community at large.

<PAGE>


Remote User Access
For  staff  that  work  from  home or are on the road and need  access  to their
corporate  network,  Cormax has telecommuter  solutions that allows remote users
connected  to the  Internet  anywhere  in the  world  to  securely  access  your
corporate network.

Traffic Shaping
Cormax also has leading edge  technology  that allows us to shape or  prioritize
your Internet usage.  The customer  identifies to Cormax the most important uses
they have for the  Internet,  and which are less  important.  We will assign top
priority  to  the  important  applications  and  little  or no  priority  to the
applications  that  are  not as  important.  The  result  is that  users  of the
customer's own local network using the Internet for non-critical purposes cannot
consume  valuable  bandwidth  while users  attempting  to use the  Internet  for
important business get maximum benefit form their Internet access.

CORMAX SERVICES

Wireless Services

Cormax business service philosophy is to be a network provider whose focus is to
provide Internet access and advanced Internet solutions to business clients. The
Company  works  with  independent  third-party  contractors  in  each  city  for
installations.   The  install   requirements  are   shrink-wrapped   (equipment,
procedures, engineering, configuration etc. are all highly defined and laid out)
for the contractor based on the defined service. Extensive firewall security and
access control is a very  important and integral part of the system.  Technology
allows us to remotely monitor our customers' and partners' networks.

Local personnel as well as a Network  Operations  Center will monitor the entire
Cormax network on a 24-hour, 7 day a week basis. Standard SNMP (standard network
management  protocol)  software,  allows for the  monitoring of all nodes in the
Company's  network from any single or multiple  location(s).  Any system problem
detected by monitoring system,  triggers real time alarm messaging to technician
cell phones and pagers thus allowing for an immediate response. The software not
only identifies the exact location and nature of the problem but also allows the
network operations center to plan preventative  maintenance  activities so as to
avoid network problems.

Hosting Services

Our goal is to provide the most efficient service and support, 24 hours a day, 7
days  a  week.  We can  manage  and  provide  support  to any of the  customer's
infrastructure  requirements or security management issues. Our hosting services
include:

Customer  Service and Support.  We provide our customers  with access to service
support  from  trained IT experts who can help the  customer  with any  software
support issues.

Infrastructure  Maintenance.  Our customers' data will be held at Cormax hosting
center on secure  servers.  Our  infrastructure  is  designed in a way that many
companies  can share the same  hosting  environment,  yet  maintain  secure data
transfer and storage.

Hosting Center and Network  Management.  Our  technologically  advanced  hosting
capabilities  provide our customers with  dedicated  bandwidth  access.  We have
designed our network  architecture  to support  multiple  networks and offer our
customers a wide range of connectivity choices.

OUR STRATEGIC PARTNERS

We have  established  relationships  with some of the leading  manufacturers  of
wireless  technology that we integrate  products and services for. Our intention
is to  use  our  strategic  partnerships  as  part  of  our  distribution  model
implementing our networks to differentiate a company's  service  offerings.  Our
strategic partners include:  Marconi,  WaveRider,  Cisco, 3COM, Motorola,  March
Networks, Sonic Wall, Liebert, POLYCOM, TIL-TEK and Gabriel Electronics.

<PAGE>

OUR TECHNOLOGY

Carrier Class Network Technologies

SONET -- Advanced Multi-service Platforms:
Synchronous  Optical  NETwork  (SONET)  platforms  are designed and optimized to
deliver voice,  data and video services,  as well as to cross-connect and manage
networks carrying voice,  packet, and cell-based traffic.  They are an extremely
cost-effective  way to leverage your existing  facilities and extend access with
right-sized, right-priced services.

Features & Benefits:
   -   Carrier-grade delivery of a wide array of voice, data and video services
   -   Data services differentiation via guaranteed Quality of Service
   -   Fast deployment and service activation, simplified operations
   -   Reduced operator deployment and ownership costs
   -   Scalable bandwidth allocation
   -   Management by a single system
   -   Small footprint, high port density

ATM Networks
Cormax offers  industry-leading  scalability  networks and resiliency to build a
large  backbone  that  provides  a long  life  span.  Network  demands  are ever
increasing, with more users, greater and higher speed applications,  integration
of legacy  technologies,  greater service availability all on a common backbone.
Network  owners are looking to the ATM backbone for solutions  that are scalable
to satisfy our  customers'  needs,  and address  their future  demands.  Our ATM
networks  deliver  the carrier  class  features  by network  owners  based on an
Intelligent  Infrastructure providing a complete solution for migrating existing
networks to new scalable and resilient multi-service networks.

Voice (Telephone) Technologies VoIP
Cormax is one of the  leading  integrators  of voice  over IP  technologies.  We
install  systems  running  telephone  calls  over  frame  relay,   LAN-extension
services,  Cable modems,  even wireless radios and  satellites.  This technology
allows customers to bypass normal long distance  telephone calls gaining further
leverage from their wide area networks.

IP Telephone Systems
Cormax  offers a  standards-based  platform for  converged  voice  services with
applications  such as unified  messaging (UM),  computer  telephony  integration
(CTI) and  customer  relationship  management  (CRM)  solutions.  The service is
flexible  enough to be used to extend a legacy  system or to be used as a tandem
switch alternative to interconnect other systems.

Video Technologies
Video Surveillance over IP
Cormax has unique video surveillance technologies that deliver video images over
any IP network. This means that you can view a camera broadcast from your own PC
anywhere in the world. Multiple cameras can be viewed and images recorded either
on a constant basis or event basis.

Video Conferencing over IP
Cormax has a unique set of video conferencing  products that can allow customers
to conduct  meetings via video camera and television,  using either  traditional
ISDN (Integrated Services Digital Network) or now through any IP based network.

An area of expansion  Cormax is pursuing is  providing  wireless  home  security
backup on existing ISP services  lines as a value added  feature for very little
extra cost.

WIRELESS COMMUNICATION SALES AND MARKETING

Cormax  strategic  marketing plan consists of two streams of sales and marketing
thrusts.  These streams include strategic  partnership sales of turnkey wireless
footprints,  and consultative  network design and integration  sales. The second
marketing model to be employed by Cormax is a strategic  partnership.  This is a
high-level relationship sales process whereby Cormax and the prospective partner
enter into an agreement to have Cormax design, implement, administer and support

<PAGE>

the network, while the partner handles the sales efforts. Revenue sharing models
support a number of constructs to suit specific partners  financial  objectives.
Cormax has developed  this affiliate  program  whereby we can partner with local
ISP's  (Internet  Service  Providers)  cable  companies,  developers or backbone
providers.  This program allows  partners who desire the ability to deliver high
capacity  internet  services to  customers  that are  otherwise  stranded by the
existing  telephone  carrier  infrastructure  and cannot obtain  affordable high
capacity  internet.  The channel  program  provides  discounted  Internet access
services,  whereby  Cormax builds the wireless  infrastructure,  and  wholesales
these  services to the ISP.  Cormax  provides its partners or affiliates  with a
comprehensive  package of services and  relationships  allowing the Affiliate to
focus exclusively on sales. Included in the package of services provided are the
following:

   -   Fiber optic Internet access;
   -   All hardware necessary to deploy service;
   -   Installation and maintenance crews and services;
   -   VAR and other computer consultant relationships as business partners to
       independently assume client on-site responsibilities; - Access to the
       Cormax Internet communications network and infrastructure;
   -   24x7 monitoring (fault management, remote diagnostics etc.);
   -   Office and office services;
   -   Rooftop licensing;
   -   Sales  assistance,  including  indirect  sales support such as national
       landlord, leasing agent, product manufacturer (as well as suppliers and
       distributors),  local ISP and VAR relationships,  marketing  materials,
       regional web site, monthly seminars, technical sales support etc.;
   -   Research & development  and future product  offerings such as new radio
       sets,  even higher speed  bandwidth  capabilities,  voice over Internet
       protocol, video-conferencing etc.

The Company is also focused on  developing  relationships  with natural  allies,
such as VAR's,  which can benefit from their own clients  having  upgraded their
Internet access.  Various internal issues and  opportunities  arise ranging from
upgrading  internal  networks and hardware to hosting  company web sites.  Other
examples of such allies are the Company's  fiber  partners which can refer leads
to the Company  given it's  ability to quickly  deploy  service to a  particular
location in anticipation  of fiber being installed in the foreseeable  future or
to provide clients with low cost redundant connections. These allies will become
increasingly  important for the Company to significantly  expand its client base
and the Company  believes it is important to communicate the  opportunities  for
them to grow and expand their businesses in association with Cormax.

COMPETITION

With respect to the  particular  services  offered by the  Company,  there is no
knowledge or access to technology the Company exclusively  possesses that cannot
be replicated by other technicians. One of the key factors to success will be to
rapidly  expand  our  service  base in major and  secondary  centres  in Canada,
providing  our clients with a network and  securing  market  share.  The Company
believes that securing a service with an  established  user base should allow it
to effectively compete against the foreseeable competition.  Similar systems are
currently in place in Canada, however, these systems (such as private LANS/WANS)
either lack the scope of operations planned by the Company, or are more specific
in their alternate use.

Related  areas  that  may be  directly  competitive  include,  Internet  Service
Providers, telecommunication companies, and Internet Portals:

Internet  Service   Providers:   MCI  Worldcom,   Exodus   communications,   GTE
Internetworking,   Frontier  Corporation,   PSInet,  UUNet  Technologies.  These
companies provide web-hosting services, web-design services, Internet access and
software application delivery on a similar subscription basis.

Telecommunication  Companies:  These companies  provide Internet access services
and because  they have such a strong  presence in the market it will become more
desirable for these financial giants to bundle software application service with

<PAGE>

their  connectivity.  Most of these companies also include wireless  services as
part of their service offering.

Due to the competitive nature of the industry,  any of the potential competitors
could form  alliances to gain a larger share in the market.  Some  services that
are  currently  offered  could be  discontinued  if our  competition  decides to
outsource their own proprietary software.

Many of these competitors have significantly  greater  financial,  technical and
marketing  resources and greater name  recognition than we have. There can be no
assurances that Cormax will compete  successfully with its existing  competitors
or with any new competitors.

OUR EMPLOYEES

As of March 30, 2001 we have 11 full time employees and 2 consultants.


AVAILABLE INFORMATION AND REPORTS TO SECURITIES HOLDERS

We are subject to the informational  requirements of the Securities Exchange Act
of 1934 and pursuant to those requirements we file reports, proxy statements and
other  information with the Securities and Exchange  Commission  relating to our
business, financial statements and other matters. Reports, proxy and information
statements  filed under Sections 14(a) and 14(c) of the Securities  Exchange Act
of 1934 and  other  information  filed  with the SEC,  including  copies  of the
registration statement,  can be inspected and copied SEC's Public Reference Room
at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The  public  may obtain
information   on  the  operation  of  the  Public   Reference  Room  by  calling
1-800-SEC-0330.  The SEC also maintains an Internet site that contains  reports,
proxy and information  statements and other  information  regarding issuers that
file electronically with the SEC at http://www.sec.gov.


Item 2. Description of Property

Cormax Business  Solutions Inc.  maintains office space of  approximately  2,200
Square feet in Calgary,  Alberta,  Canada.  The address is #810,  808 4th Avenue
S.W.  Postal Code T2P 3E8. The lease at these  premises  expires April 30, 2002.
The  monthly  lease  payments  are $1,700 Cdn per month with no extra  operating
expenses. The sublandlord agrees to provide: heat, light,  electrical power, air
conditioning,  and other  utilities used in the normal  activities of an office.
Cormax has purchased all its equipment to date. Cormax management feels that the
premises have been adequate to date.  There are no intentions of renovating  our
existing premise.  According to the landlord we carry adequate insurance as well
our floor is secured with an alarm system.

As we expand our staff and  services we will require a larger  accommodation  to
house our employees and equipment in the near future.


Item 3. Legal Proceedings

(1)      We are subject to a lawsuit filed by John Bader,  Wayne E. Williams and
         Jagi Capital Group, Inc. against the company and others in the District
         Court of Tarrant  County,  Texas  (Case No.  48-183154-00).  The action
         seeks approximately  $263,396.06 plus 10% interest per Annum until paid
         to John Bader, $135,745.61 plus 10% interest per annum from the date of
         judgment  until  paid to  Wayne E.  Williams  and  $1,386,250  plus 10%
         interest per annum until paid to Jagi Capital  Group,  Inc. The damages
         are in connection  with the alleged  failure to repay certain loans and
         pay a finder's fee. The  allegations  relate to events that  transpired
         before current management took control of the Company. We have retained
         council in Tarrant County,  Texas and had the default judgment vacated.
         On March 1, 2001, the court heard the respective  motions for new trial
         filed by  Watchout!,  David  Galoob  and  Robert  Galoob  in the  above
         entitled and numbered cause. After considering the pleadings,  evidence
         and arguments of counsel,  the court determined that Plaintiffs  should
         recover from  Defendants  attorneys' fees incurred from the granting of

<PAGE>

         the Default  Judgment on December 21, 2000,  to the present  time,  and
         further  determined  that mediation of all matters in dispute among all
         parties is  appropriate.  It is further  ordered that the parties shall
         mediate this cause before Wade McMullen on or before the  expiration of
         sixty (60) days from the date of this order.

(2)       We have  entered  into a  settlement  agreement  with  Philip  Doublet
          relating  to Action  No.  0001-10222  in the Court of Queens  Bench of
          Alberta,  Judicial District of Calgary,  Canada. Within the settlement
          we shall pay Philip Doublet  $45,000 U.S. in three equal  installments
          on December 20, 2000, January 20, 2001, and February 20, 2001. We also
          delivered to Philip Doublet a share  certificate for 300,000 shares of
          Watchout!  Inc., on December 20, 2000. The share  certificate shall be
          in the name of Philip Doublet and/or his assignor. We have applied for
          registration of the shares in an SB-2 Registration  Statement that was
          filed with the United States Securities and Exchange  Commission.  The
          Settling  Parties agree that  Watchout!  Inc. shall not cause or allow
          any reverse splits or consolidations  of the shares of Watchout!  Inc.
          for a  period  of two  (2)  years  following  the  execution  of  this
          Agreement,  and that  Watchout!  Inc.  shall  only be allowed to issue
          shares   for   financing   activity,   employment   compensation   and
          consultants.  Any such issuance of shares shall be completed under the
          "Prudent Man Rule".  Any action taken by Watchout!  Inc. that violates
          the  "Prudent Man Rule" and results in any  negative  consequences  to
          Doublet,  which  are  disproportionate  to the other  shareholders  of
          Watchout!  Inc. shall result in Watchout!  Inc.  granting an option to
          Doublet for the right to purchase up to four percent (4%) of Watchout!
          Inc. at par value $0.001 U.S. As of February 20, 2001 all  obligations
          of the settlement  agreement have been fulfilled and a  discontinuance
          of action has been filed with the court.

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

No matters  have been  submitted to a vote of security  holders  within the year
covered by this report.



                                     PART II

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

The following table sets forth the range of high and low bid closing  quotations
for our common  stock for each  quarter  within the last two year.  These quotes
were provided by the  Over-The-Counter  Bulletin Board, and reflect inter dealer
prices  without  retail  mark-up,  mark down or commission and may not represent
actual  transactions.  From the period of December  30, 1999 to October 15, 2000
our common stock traded under the trading symbol "WTCH". As of October 16, 2000,
Cormax completed a 10-1 reverse stock split at which time the trading symbol was
changed to "WATC". The high and low closing sales prices are as follows:

The  outstanding  registered  securities of the Company were quoted on the OTCBB
during the year 1999.

                                   Closing Bid
Period                     High                       Low

First Quarter              $0.125                     $.0
Second Quarter             $0.125                     $.0
Third Quarter              $0.125                     $.0
Fourth Quarter             $4.00                      $0.125

<PAGE>

The  outstanding  registered  securities of the Company were quoted on the OTCBB
during the year 2000.

Period                               Closing Bid
                           High                      Low

First Quarter           $4.875                     $0.531
Second Quarter          $1.875                     $0.344
Third Quarter           $0.50                      $0.11
Fourth Quarter          $0.468                     $0.046

As of December 31, 2000 there were 12,129,921  shares of our common stock issued
and  outstanding  and  approximately  236  shareholders  of record of our common
stock. The Price of our common stock as of December 31, 2000 was $0.28.

No dividends have been declared or paid by the Company and presently  intends to
retain all future earnings,  if any, to finance the expansion and development of
its business.


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

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

THE  FOLLOWING  DISCUSSION  OF THE  RESULTS  OF  OUR  OPERATIONS  AND  FINANCIAL
CONDITION  SHOULD BE READ IN CONJUNCTION  WITH OUR FINANCIAL  STATEMENTS AND THE
NOTES  THERETO  INCLUDED  ELSEWHERE  IN THIS REPORT.  EXCEPT FOR THE  HISTORICAL
INFORMATION  CONTAINED HEREIN, THE DISCUSSION  CONTAINED IN THIS REPORT CONTAINS
"FORWARD-LOOKING   STATEMENTS"  THAT  INVOLVE  RISK  AND  UNCERTAINTIES.   THESE
STATEMENTS MAY BE IDENTIFIED BY THE USE OF  FORWARD-LOOKING  TERMINOLOGY SUCH AS
"BELIEVES,"  "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE
THEREOF OR SIMILAR  EXPRESSIONS OR BY  DISCUSSIONS  OF STRATEGY.  THE CAUTIONARY
STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING  STATEMENTS  WHEREVER  THEY  APPEAR IN THIS  REPORT.  OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT.

The Company's  financial  condition at December 31, 2000  indicated that current
liabilities exceeded current assets in the amount of $1,229,151.  Management has
made a proposal to the creditors of the Company to which an amount of $1,045,440
is owed to accept 1,045,440  shares in exchange for the indebtedness  owing. For
the proposal to be effective, it must be accepted by all creditors.

During the year 2000 current liabilities of the Company were reduced as a result
of the forgiveness of debt by shareholders in the following amounts:

Shareholder Loans                   $ 422,945
Notes Payable                       $ 200,000
Accrued Expenses                    $ 271,152
Accrued Interest                    $  77,241
                                   ----------
                                    $ 971,338

RESULTS OF OPERATIONS

REVENUE

Revenue for the year consisted of the following components:

                           Website development and Programming         $105,565
                           Business Services                           $ 89,055
                                                                       ---------
                                                                       $194,620

<PAGE>

EXPENSES

General and  Administrative  expense and selling and marketing  expenses totaled
$2,410,428 for the year. The expenditures were incurred as follows:

         Watchout! Inc. prior to its acquisition of
         Cormax Business Solutions Ltd.                               $1,330,514

         Cormax Business Solutions Ltd.                               $1,079,914
                                                                      ----------
                                                                      $2,410,428


The corporation  recognized a loss of $291,720 in the value of its investment in
Micromatix.net by reducing its investment to the quoted market value at December
31, 2000.

EXTRAORDINARY ITEM - DEBT FORGIVENESS

During the year,  indebtedness  of the Corporation was forgiven in the amount of
$971,338.


Item 7. Financial Statements

The following  report and financial  statements of the Corporation are contained
on the pages indicated.

         Independent Auditors' Report                         F-2
         Balance Sheet                                        F-3
         Statement of Income and Retained Earnings            F-4
         Statements of Changes in Stockholders' Equity        F-5
         Statement of Cash Flows                              F-6
         Notes to Financial Statements                        F-7-10



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

In connection with audits of two most recent fiscal years and any interim period
preceding resignation,  no disagreements exist with any former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedure,  which  disagreements  if  not  resolved  to the
satisfaction of the former accountant would have caused him to make reference in
connection with his report to the subject matter of the disagreement(s).

The principal  accountant's  report on the financial  statements  for any of the
past two years  contained no adverse  opinion or a disclaimer of opinion nor was
qualified as to uncertainty,  audit scope, or accounting  principles  except for
the "going concern" qualification.

For Fiscal Year 1992 and thereafter the Company  engaged as its Auditor  Michael
B.  Johnson & Co.  There were no  disagreements  as to any matter of  accounting
practice or  principles,  financial  statement  disclosure or auditing  scope or
procedure, with any prior accountant.


<PAGE>

                                    PART III

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

NAME                AGE      POSITION                  TERM OF OFFICE
-------------       ---      --------                  --------------
Todd Violette       31       President, Director       September 2000-Present
Dan Meikleham       57       Controller/Secretary      September 2000-Present


Mr. Todd Violette, Chairman of the Board, President, Director
-------------------------------------------------------------
Mr.  Violette  is an  experienced  International  Businessman  with  a  thorough
understanding  of global public markets.  He received his formal  education from
the  University of Maryland,  College Park with a Bachelor of Arts in Behavioral
and Social Sciences. After gaining experience in the banking field, Mr. Violette
focused his attention on financing and the development of start-up corporations.
For the five years  preceding his term with Cormax,  Mr. Violette held positions
with:

Company                                     Position          Date
-----------------------------------------------------------------------------
Cormax Business Solutions Inc.      President                 2000 - Present
Centurion Financial Communication   President                 1997 - 2000
West America Securities Inc.        Stock Broker              1996 - 1997
Chevy Chase Bank                    Loan Officer              1992 - 1996

Mr. Dan Meikleham, Controller, Secretary
---------------------------------------
After  serving  as a Royal  Marine  Commando  from  1961 to 1963  Mr.  Meikleham
attended  Scotland's  Anniesland  College  of  Further  Education  and  obtained
Advanced Level Diplomas for Mathematics, English Literature and Physics. He then
won an annual  British-wide  competition  in math and  obtained a position  as a
Government Scientist at the National Engineering Laboratory.  From 1969 to 1972,
He attended  The Central  College of Commerce  and  Distribution  to further his
education  and  refocus  his  career on the  insurance  industry.  In 1973,  Dan
emigrated from Scotland to Canada and,  after working for a major  international
consulting  firm, he established  Meikleham & Associates in 1983 and served as a
consultant to privately held corporations.  The five years prior to working with
Cormax Mr. Meikleham held positions with:

Company                               Position              Date
-------------------------------------------------------------------------
Cormax Business Solutions Inc.      Controller            April 2000 - Present
London Life Insurance Company       Financial Planner     May 1996 - 1999
The Dream Team, Inc.                Assoc. Producer       February 1999 - August
                                                          1999
Dean Hamilton Venture Capital Fund  Director              February 1999 - August
                                                          1999
Prudential Of America               Financial Planner     August 1989 - May 1996

Directors  of the  Company  hold  office  until the next  annual  meeting of the
shareholders and until their successors have been elected and qualified.

Officers  of the  Company  are  elected by the Board of  Directors  at the first
meeting after each annual  meeting of the Company  shareholders  and hold office
until their death, or until they shall resign or have been removed from office.

Section 16(a) Reporting Delinquencies

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  requires the Company's officers and directors,  and persons who own more
than 10% of a  registered  class of the  Company's  equity  securities,  to file
reports of  ownership  and  changes in  ownership  of equity  securities  of the
Company with the Securities  and Exchange  Commission.  Officers,  directors and
greater-than  10%  shareholders  are  required by the  Securities  and  Exchange

<PAGE>

Commission  regulation  to furnish the Company with copies of all Section  16(a)
filings. The company has requested,  in writing,  that all directors,  officers,
and 10%  shareholders  comply with section 16(a) written  within 30 days of this
filing.


Item 10. Executive Compensation.

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended December 31, 2000.


<TABLE>
<CAPTION>


                                   Summary Compensation Table
                                                                                                 All
Name                                                 Restricted        Securities                Other
And                                 Other Annual     Stock             Underlying       LTIP     Compens-
Principle         Salary   Bonus    Compensation     Award(s)          Options/SARs     Payouts  ation
Position Year     ($)      ($)      ($)              ($)               (#)              ($)      ($)
------------------------------------------------------------------------------------------------------
<S>      <C>      <C>               <C>              <C>                                <C>      <C>

Todd A   2000
Violette          81,000 USD                         0                                  0        CDN$
Chairman
President
------------------------------------------------------------------------------------------------------
Dan      2000     54,000 USD
Meikleham         0                 0                0                                  0        CDN$
Secretary
Controller
------------------------------------------------------------------------------------------------------

</TABLE>

Option/SAR Grants Table (None)

Aggregated  Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR value
(None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

<PAGE>
<TABLE>
<CAPTION>


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

      Title of Class            Name and Address of       Amount and Nature of         Percent of Class
                                 Beneficial Owner           Beneficial Owner
<S>                          <C>                                <C>                          <C>

Class A Common               Todd Violette                       500,000                     2.79%
                             6805 Pyramid Way,
                             Columbia MD 21044
                             and
                             108 Hampshire Grove NW,
                             Calgary AB
Class A Common               Cavalcade of Sports                3,439,000                    19.2%
                             Networks Inc.
                             7272 Wisconsin Ave #300,
                             Bethesda, Maryland
Class A Common               Baker Reese                         800,000                     4.47%
                             Panama City, Panama
Class A Common               Shawn Clarke                        350,000                     1.95%
                             167 Edgeridge View NW,
                             Calgary AB
Class A Common               Dan Meikleham                       500,000                     2.79%
                             115 Lake Mead Cres. SE,
                             Calgary AB
Class A Common               Officers and Directors             1,000,000                    5.58%
                             as a Group

</TABLE>


Item 12. Certain Relationships and Related Transactions.

No director,  executive officer or nominee for election as a director of Cormax,
and no owner of five  percent  or more of  Cormax's  outstanding  shares  or any
member of their immediate family has entered into or proposed any transaction in
which the amount involved exceeds $60,000.

On August 31, 2000,  Cormax entered into an agreement and plan of reorganization
whereby the  shareholders  of Cavalcade of Sports  Networks  Inc.,  will receive
shares of Watchout!  in exchange for 100% of the  outstanding  shares of Cormax.
Concurrently,  the board adopted a reverse  split of the issued and  outstanding
shares of Watchout! on a ten-for-one basis.

The issuance of 350,000 shares to Shawn K. Clarke is for services  rendered as a
member of the Board of Directors of Cormax  Business  Solutions.  As of February
26, 2001, Mr. Clarke resigned as a member of the Board of Directors.  The shares
are restricted stock that will be registered no later than 2 years from the date
of this filing.

Baker Reese is a Panama based Law firm whose  services  were  retained by Cormax
for research and  development  of the expansion of services into Latin  American
Countries.

<PAGE>

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

   (a)  The following exhibits and financial statement schedules are filed as
        exhibits to this Report:

        1.  Financial Statements of the Registrant are included under Item 8
            hereof.
        2.  Financial Statement Schedules - None.
        3.  Exhibits:

Exhibit #         Description                        Location

3.1               Articles of Incorporation          Exhibit to Annual Report
                                                     on Form 10K  for  Fiscal
                                                     Year ended June 30, 1986

3.2               Bylaws of Registrant               Exhibit to Annual Report
                                                     on Form 10K  for  Fiscal
                                                     Year ended June 30, 1986

3.3               Amendment to Articles of           Exhibit to Form 8-K filed
                  Incorporation                      December 14, 1998

10.1              Share Purchase Agreement           Exhibit to Form 8-K filed
                  March 2000

10.2              Letter of Intent Inter-            Exhibit to Form 8-K filed
                  national Mercantile Corp.          March 2000

10.3              Stock Exchange Agreement           Exhibit to Form 8-K filed
                                                     September 2000

10.4              Employment Agreement of Todd Violette

10.5              Employment Agreement of Dan Meikleham


(b) Reports on Form 8-K.

Incorporated by reference.

8-K Filed October 22, 1999
8-K Filed October 27, 1999
8-K Filed April 6, 2001

<PAGE>




                                   Signatures

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange Act of 1934, the Registrant had duly caused this Report to be signed on
its behalf by the  undersigned  thereunto  duly  authorized on  this 16th day of
April, 2001. Cormax Business Solutions Inc.

     /s/ Todd Violette
By:  ---------------------------------
     President, Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

Signature                           Title                     Date


/s/ Todd Violette                                             April 12, 2001
----------------------     President, Chairman                ------------------
Todd Violette


/s/ Dan Meikleham                                             April 12, 2001
----------------------     Controller, Secretary              ------------------
Dan Meikleham

<PAGE>


                         Cormax Business Solutions, Ltd.

                              Financial Statements
                      For the Year Ended December 31, 2000





<PAGE>








                             Cormax Solutions, Ltd.

                          Index to Financial Statements





Report of Independent Auditor's..............................................F-1

Balance Sheet................................................................F-2

Statement of Operations......................................................F-3

Statement of Changes in Stockholders' Equity.................................F-4

Statement of Cash Flows......................................................F-5

Notes to Financial Statements.........................................F-6 - F-10




<PAGE>


                           Michael Johnson & Co., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s





                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Cormax Business Solutions, Ltd.
Calgary, AB T2P 3E8

We have audited the  accompanying  balance sheets of Cormax Business  Solutions,
Ltd.  (formerly known as Watchout!,  Inc.) as of December 31, 2000 and 1999, and
the related  statements of operations,  cash flows, and changes in stockholders'
equity  for  the  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 audits 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  positions of Cormax Business  Solutions,
Ltd. at December 31, 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  described  in  Note 7 to the
financial statements,  conditions exists which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient cash flows to meet its  obligations  and sustain its operations.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



/s/ Michael Johnson & Co., LLC
Denver, Colorado
March 28, 2001

                                      F-1

<PAGE>

<TABLE>
<CAPTION>


                        CORMAX BUSINESS SOLUTIONS, LTD.
                                 Balance Sheets
                           December 31, 2000 and 1999


ASSETS                                                                              2000                       1999
                                                                               ---------------            ----------------
<S>                                                                               <C>                         <C>
Current Assets:
      Cash                                                                            $ 3,471                         $ -
      Accounts Receivable -trade                                                       62,799                           -
                                                                               ---------------            ----------------
      Total Current Assets                                                             66,270                           -
                                                                               ---------------            ----------------

Investments:                                                                            8,280                           -
                                                                               ---------------            ----------------

Fixed Assets:
      Computer Equipment                                                              111,523                           -
      Computer Software                                                                 6,921                           -
      Furniture & Fixtures                                                             26,151                           -
                                                                               ---------------            ----------------
                                                                                      144,595                           -
      Less Accumulated Depreciation                                                   (14,921)                          -
                                                                               ---------------            ----------------
      Net Fixed Assets                                                                129,674                           -
                                                                               ---------------            ----------------

Other Assets:
      Organizational Costs                                                                  -                      15,250
      Less Accumulated Amortization                                                         -                      (6,100)
                                                                               ---------------            ----------------
      Total Other Assets                                                                    -                       9,150
                                                                               ---------------            ----------------

TOTAL ASSETS                                                                        $ 204,224                     $ 9,150
                                                                               ===============            ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
      Accounts Payable - trade                                                      $ 783,282                   $ 475,989
      Accrued Expenses                                                                105,682                     431,642
      Accrued Interest Payable                                                         98,467                     139,639
      Due to Stockholders                                                                   -                     466,445
      Notes Payable                                                                   250,000                     450,000
                                                                               ---------------            ----------------
      Total Current Liabilities                                                     1,237,431                   1,963,715
                                                                               ---------------            ----------------

Stockholders' Equity:
      Preferred Stock, No par value, 10,000,000 shares
      authorized, no shares issued or outstanding
      Common Stock, Par Value $.001, 50,000,000 shares                                      -                           -
       authorized,  12,051,921 and 1,503,024, issued and outstanding
       at December 31, 2000 and 1999, respectively                                     12,052                       1,503
      Additional Paid-In Capital                                                    3,483,855                   1,003,029
      Retained Deficit                                                             (4,529,114)                 (2,959,097)
                                                                               ---------------            ----------------
      Total Stockholders' Equity                                                   (1,033,207)                 (1,954,565)
                                                                               ---------------            ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $ 204,224                     $ 9,150
                                                                               ===============            ================
</TABLE>


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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                        CORMAX BUSINESS SOLUTIONS, LTD.
                            Statements of Operations
                 For the Years Ended December 31, 2000 and 1999


                                                            2000                         1999
                                                       ----------------            -----------------
<S>                                                       <C>                           <C>
REVENUES:                                                    $ 194,620                          $ -

EXPENSES:
      Selling and Marketing                                    912,366                            -
      General and Administrative                             1,498,062                       12,130
                                                       ----------------            -----------------
      Total Expenses                                         2,410,428                       12,130
                                                       ----------------            -----------------

OTHER REVENUES & EXPENSES:
      Interest Expense                                         (34,067)                     (34,068)
      Interest Income                                              240                            -
      Loss on Investments                                     (291,720)                           -
                                                       ----------------            -----------------
      Total Other Revenues & Expenses                         (325,547)                     (34,068)
                                                       ----------------            -----------------

Extraordinary item - debt forgiveness                          971,338                            -
                                                       ----------------            -----------------

NET INCOME (LOSS)                                          $(1,570,017)                   $ (46,198)
                                                       ================            =================

Per Share Information:
      Weighted average number
      of common shares outstanding                          12,051,000                   15,030,245
                                                       ----------------            -----------------

Net Loss per common share                                      $ (0.13)                     $ (0.01)
                                                       ================            =================

</TABLE>


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                        CORMAX BUSINESS SOLUTIONS, LTD.
                            Statements of Cash Flows
                 For the Years Ended December 31, 2000 and 1999


                                                                         2000                      1999
                                                                     --------------             ------------
<S>                                                                    <C>                         <C>

Cash Flows from Operating Activities:
       Net Loss                                                        $(1,570,017)                $(46,198)
       Adjustments to reconcile Net Loss to net cash
         used in operating activities:
         Depreciation and Amortization                                      14,921                    3,050
         Stock issued for services                                       2,453,830
         Debt Forgiveness                                                 (971,338)
         Changes in Assets & Liabilities:
         (Increase) in Accounts Receivable                                 (62,799)                       -
         Increase in Accounts Payable                                      307,293                    8,500
         Increase in Accrued Expenses                                      (23,824)                  34,068
                                                                     --------------             ------------
Net Cash Used In Operating Activities                                      148,066                     (580)
                                                                     --------------             ------------

Cash Flows from Investing Activities
       Other capital expenditures                                         (144,595)                       -
                                                                     --------------             ------------
Cash Flows Used In Investing Activities                                   (144,595)                       -
                                                                     --------------             ------------

Cash Flows from Financing Activities
       Proceeds from stock issuance                                              -                        -
       Short-term borrowings                                                     -                        -
       Note principal payments                                                   -                        -
                                                                     --------------             ------------
Cash Flows Provided By Financing Activities                                      -                        -
                                                                     --------------             ------------

Net (Decrease) Increase in Cash and Cash Equivalents                         3,471                     (580)

Cash and Cash Equivalents at Beginning of Period                                 -                      580
                                                                     --------------             ------------

Cash and Cash Equivalents at End of Period                                $  3,471                      $ -
                                                                     ==============             ============



Supplemental Information:
       Interest Paid                                                       $ 7,735                  $ 7,101
                                                                     ==============             ============
       Income Taxes Paid                                                       $ -                      $ -
                                                                     ==============             ============
</TABLE>


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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                                        CORMAX BUSINESS SOLUTIONS, LTD.
                             Statements of Changes in Stockholders' Equity (Deficit


                                                                                   Additional        Retained            Total
                                                Common Stock                        Paid-In          Earnings        Stockholders'
                                                  Shares            Amount          Capital          (Deficit)           Equity
                                                -----------      ------------     ------------      -----------     ---------------
<S>                                                <C>                 <C>          <C>              <C>                <C>

Balance - December 31, 1997                         1,503,024          $ 1,503      $1,003,029       $(2,056,003)       $(1,051,471)

Net Loss                                                    -                -               -          (856,896)          (856,896)
                                             -----------------   --------------   -------------   ---------------   ----------------
Balance -  December 31, 1998                        1,503,024            1,503       1,003,029        (2,912,899)        (1,908,367)
                                             -----------------   --------------   -------------   ---------------   ----------------
Net Loss                                                    -                -               -           (46,198)           (46,198)
                                             -----------------   --------------   -------------   ---------------   ----------------
Balance - December 31, 1999                         1,503,024            1,503       1,003,029        (2,959,097)        (1,954,565)
                                             -----------------   --------------   -------------   ---------------   ----------------
Stock issued for cancellation of debt                  35,000               35          34,965                 -             35,000
Stock issued for services                           8,003,897            8,004       2,445,826                 -          2,453,830
Stock issued for subsidiary                         2,510,000            2,510               -                 -              2,510
Net Loss for year ended                                     -                -               -        (1,570,017)        (1,570,017)
                                             -----------------   --------------   -------------   ---------------   ----------------
Balance -  December 31, 2000                       12,051,921           12,052       3,483,820        (4,529,114)        (1,033,242)
                                             =================   ==============   =============   ===============   ================

</TABLE>


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

                                      F-5
<PAGE>


                             Cormax Solutions, Ltd.
                          Notes to Financial Statements
                                December 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

         Nature of Business

          Cormax Solutions,  Ltd. (the "Company") was incorporated July 22, 1983
          under the laws of Utah for the  purpose of  obtaining  capital to seek
          potentially profitable business  opportunities.  Since inception,  the
          Company has been engaged in  organizational  activities.  In 1997, the
          Company acquired two entities: Watchout, a California corporation, and
          Goldpoint  International,  a limited liability company. In November of
          1998, the corporation changed its name to Watchout!, Inc.

         On September 1, 2000, the Company  acquired Cormax Business  Solutions,
         Ltd., an Alberta Canada  incorporated  company,  utilizing the purchase
         method of  accounting.  Acquisition  was effected  through the issue of
         25,100,000  common  shares of the company,  constituting  approximately
         50.24% of the shares  after the  acquisition,  in exchange  for all the
         outstanding  shares of Cormax  Business  Solutions,  Ltd.  The  Company
         changed its name to Cormax  Business  Solutions,  Ltd. on February  26,
         2001.

         The Company's fiscal year end is December 31.

         Basis of Accounting:

         These  financial  statements  are  presented  on the accrual  method of
         accounting in accordance with generally accepted accounting principles.
         Significant  principles  followed  by the  Company  and the  methods of
         applying those principles, which materially affect the determination of
         financial position and cash flows, are summarized below:

         Cash and Cash Equivalents

         For  the  purpose  of the  statement  of  cash  flows,  cash  and  cash
         equivalents include cash in bank and money market accounts.

         Income Taxes:

         The  Company  accounts  for  income  taxes  under SFAS No.  109,  which
         requires  the asset and  liability  approach to  accounting  for income
         taxes.  Under this  method,  deferred  tax assets and  liabilities  are
         measured based on differences between financial reporting and tax bases
         of assets and  liabilities  measured  using  enacted tax rates and laws
         that are expected to be in effect when the  differences are expected to
         reverse.

         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 the disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenue and expenses during the reporting period.  Actual results could
         differ from these estimates.

         Net earning (loss) per share

         Net loss per share is based on the  weighted  average  number of common
         shares and common share equivalents outstanding during the period.


                                      F-6

<PAGE>


                             Cormax Solutions, Ltd.
                          Notes to Financial Statements
                                December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):


         Property and Equipment

         The Company follows the practice of capitalizing property and equipment
         over $250 at cost.  The cost of  ordinary  maintenance  and  repairs is
         charged to operations  while renewals and replacements are capitalized.
         Depreciation is computed on the straight-line method over the following
         estimated useful lives. Depreciation expense for the year was $14,921.

                  Computer Equipment                                   5 years
                  Computer Software                                    3 years
                  Furniture & Fixtures                                 5 years

         Revenue Recognition

         Product  Sales are  sales of  on-line  products  and  specialty  items.
         Revenue is recognized at the time of sale.

         Fair Value of Financial Instruments

         The carrying amount of accounts  receivable,  accounts  payable,  notes
         payable,  and accrued expenses are considered to be  representative  of
         their respective fair values because of the short-term  nature of these
         financial instruments.

         Other Comprehensive Income

         The Company has no material  components of other  comprehensive  income
         (loss) and accordingly,  net loss is equal to comprehensive loss in all
         periods.

NOTE 2 -INVESTMENTS

         The Company  purchased  483,000 shares of  Micromatix.net  , a publicly
         traded company, for $300,000. On August 8, 2000, the board of directors
         of  Micromatix.net  approved a 7 to 1 reverse split and is traded under
         the OTCBB symbol "IMTE".  At December 31, 2000 the market value of this
         stock was $8,280.

         In  February   2000,   the  Company   entered  into  a  memorandum   of
         understanding to make an investment in MJAC  Communication  (MJAC).  In
         consideration for 2,500,000 shares of restricted stock, the Company was
         to receive a 51% ownership  stake in MJAC. MJAC holds the marketing and
         licensing rights to become a level one Internet Service Provider in the
         greater  Washington,  DC  area.  This  understanding  was  subsequently
         rescinded on June 20, 2000.

NOTE 3 -NOTES PAYABLE

         Following is a summary of Notes Payable at December 31, 2000:

         Note Payable to individual, 12%, unsecured, due on demand     $166,000

         Note Payable to individual, 12%, unsecured, due on demand       84,000
                                                                       --------

                                                                       $250,000

                                      F-7

<PAGE>

                             Cormax Solutions, Ltd.
                          Notes to Financial Statements
                                December 31, 2000

NOTE 4 - CAPITAL STOCK TRANSACTIONS

        On October 13, 2000, the Company's  Board of Directors and  shareholders
        approved  a 10 to 1 reverse  split of common  stock.  All shares and per
        share amounts in the  accompanying  financial  statements of the Company
        and notes thereto have been retroactively adjusted to give effect to the
        stock splits.

NOTE 5 - DEBT FORGIVENESS

         During the year,  stockholders  of the Company forgave loans payable of
         $622,945,  along with  $77,241 of accrued  interest,  and  $271,152  of
         accrued expenses.

NOTE 6 - INCOME TAXES

         There has been no provision for U.S. federal,  state, or foreign income
         taxes for any period  because the Company  has  incurred  losses in all
         periods and for all jurisdictions.

         Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes. Significant components of deferred tax assets are as follows:

         Deferred tax assets
            Net operating loss carryforwards                   $4,529,114
            Valuation allowance for deferred tax assets        (4,529,114)
                                                               ----------
         Net deferred tax assets                               $        -
                                                               ==========

         Realization of deferred tax assets is dependent  upon future  earnings,
         if any, the timing and amount of which are uncertain.  Accordingly, the
         net  deferred  tax  assets  have  been  fully  offset  by  a  valuation
         allowance.  As of December 31, 2000, the Company had net operating loss
         carryforwards  of  approximately  $4,529,114  for  federal  income  tax
         purposes. These carryforwards, if not utilized to offset taxable income
         begin to expire in 2009.  Utilization  of the net operating loss may be
         subject to substantial  annual  limitation due to the ownership  change
         limitations  provided by the Internal  Revenue  Code and similar  state
         provisions. The annual limitation could result in the expiration of the
         net operating loss before utilization.

NOTE 7 -GOING CONCERN:

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,  which  contemplates
         continuation of the Company as a going concern.  The Company incurred a
         net  loss  of  $1,570,017  for the  current  year  and has  experienced
         significant  losses in prior  years.  At  December  31,  2000,  current
         liabilities exceed current assets by $1,171,161.

          The future  success of the Company is likely  dependent on its ability
         to attain  additional  capital to develop  its  proposed  products  and
         ultimately,  upon its ability to attain future  profitable  operations.
         There  can be no  assurance  that the  Company  will be  successful  in
         obtaining  such  financing,  or that it will attain  positive cash flow
         from operations.

                                      F-8

<PAGE>

                             Cormax Solutions, Ltd.
                          Notes to Financial Statements
                                December 31, 2000

NOTE 8 -SUBSEQUENT EVENTS:

         On March 13, 2001 the Company entered into an agreement to purchase all
         of the issued and outstanding  common shares of Expanded Systems,  Inc.
         (Expanded).  Expanded is a private  company  engaged in the business of
         installing wireless facilities and is a reseller of wireless equipment.
         The effective  date of purchase was March 15, 2001.  The purchase price
         of the common shares was $200,000 Canadian dollars, and was paid by the
         issuance of 400,000 shares of the Company's  registered  trading common
         stock.  The Company's shares are held by an escrow agent and liquidated
         in  satisfaction  of the  purchase  price over a period of nine months.
         Should the escrow agent realize less than the $200,000 Canadian dollars
         from the shares,  the Company is required to pay the  shortfall in cash
         within seven days following the end of the liquidation  period.  In the
         event there are shares  remaining in the escrow account after realizing
         the  $200,000,  the escrow agent is to return the excess  shares to the
         treasury of the Company.

                                      F-9