SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

(Mark One)

/X/   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the Fiscal Year Ended December 31, 2000

                                       OR

/ /   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from                  to
                                     ----------------    ------------------


                           Commission File No. 0-32007


                     UNITED NETWORK MARKETING SERVICES, INC.
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           (Name of Small Business Issuer as specified in Its Charter)


               DELAWARE                                        13-4024018
    -------------------------------                       -------------------
    (State or Other Jurisdiction of                        (I.R.S. Employer
     Incorporation or Organization)                       Identification No.)

 575 MADISON AVENUE, NEW YORK, NEW YORK                          10022
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(Address of Principal Executive Offices)                       (Zip Code)


       Registrant's Telephone Number, Including Area Code: (212)-688-2809
                                                           ---------------

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

          Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

       YES  / /          NO /X/
            ---             ---


<PAGE>


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of 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 /  /.
                              ---

Issuer's revenues for its most recent fiscal year.   -0-
                                                    -----

There is no established trading market for the registrant's common stock, the
only outstanding class of the registrant's common equity. In addition, no common
stock has been sold by the registrant since April 1999. The Company's Board of
Directors estimates the current market value of the common stock to be
approximately $.10 per share based upon its own internal valuation, or an
aggregate of approximately $125,000 for shares held by non-affiliates.

Number of shares outstanding of registrant's Common Stock as of
May 23, 2001:  3,330,000.
               ---------

The following documents are incorporated by reference herein:  None.
                                                               ----


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




<PAGE>


CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

United Network Marketing Services, Inc. ("we," "UNMS" or the "Company") cautions
readers that certain important factors may affect our actual results and could
cause such results to differ materially from any forward-looking statements that
may be deemed to have been made in this Report or that are otherwise made by or
on our behalf. For this purpose, any statements contained in this Report that
are not statements of historical fact may be deemed to be forward-looking
statements. This Report contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified in certain cases
by the use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in this Report and
include statements regarding our intent, belief or current expectations, our
directors or our officers with respect to, among other things: (i) the
commercialization of our products and services; (ii) trends affecting our
financial condition or results of operations for our limited history; (iii) our
business and growth strategies; (iv) our financing plans and (v) the Internet
and Internet commerce.

Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors.
Factors that could adversely affect actual results and performance include,
among others, our limited operating history, potential fluctuations in quarterly
operating results and expenses, government regulation, technological change,
market acceptance of our products and services, and competition.

The accompanying information contained in this Report, including, without
limitation, the information set forth under the heading "Part I, Item 1 -
Description of Business - Risk Factors," identifies important additional factors
that could materially adversely affect actual results and performance. All of
these factors should be carefully considered and evaluated. All forward-looking
statements attributable to us are expressly qualified in their entirety by the
foregoing cautionary statement. Any forward-looking statements in this Report
should be evaluated in light of these important risk factors. We are also
subject to other risks detailed herein or set forth from time to time in our
future filings with the Securities and Exchange Commission.



<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

THE COMPANY

United Network Marketing Services, Inc. (sometimes referred to as "we," "UNMS"
or the "Company") is a development stage company with minimal operations since
inception in September 1998. We plan to develop and market internet content for
consumer based websites or to acquire interests in companies with existing
websites. We also intend to enter into strategic alliances and may acquire
complementary business, websites, technologies, content or products.

We have significant immediate cash requirements related to the implementation of
our business plan and working capital needs. If we are unable to obtain
financing either from a public or private offering of our securities, a
strategic joint venture or partnership, or otherwise, we will be unable to
implement our business plan or otherwise expand our operations. This would have
a material adverse effect on us. If we raise additional funds by issuing equity
or convertible debt securities, such securities may have rights, preferences or
privileges senior to those of our existing stockholders and the percentage
ownership of our stockholders will be diluted. We can give no assurance that
additional financing will be available on favorable terms or at all. If adequate
funds are not available or are not available on acceptable terms, our ability to
fund our expansion, take advantage of opportunities, develop or enhance services
or products or otherwise respond to competitive pressures would be significantly
limited.

We currently own a fifty percent (50%) interest in Access: NewAge Corporation
("Access NewAge"), which owns and operates an Internet website that was launched
in April 1996. The website, www.AccessNewAge.com, offers a large selection of
"New Age" information, products and services - most of which are holistic,
esoteric, spiritual, metaphysical and/or philosophical in character. We
currently have no operations or material business interests independent of
Access NewAge.

HISTORY

Upon our formation, we were a wholly-owned subsidiary of United Network
Technologies, Inc., a Delaware corporation ("UNTI"). In January 1999, all of our
issued and outstanding shares were distributed as a dividend to the stockholders
of UNTI of record as of September 29, 1998 (other than UNMS, which owned 6,533
shares of UNTI



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common stock but waived its right to receive the dividend). Following the
dividend, UNTI no longer owned any of our shares.

UNTI declared the dividend in connection with a "reverse" merger transaction
(the "Merger") in which PanAgra International Corporation merged with and into
UNTI, the stockholders of PanAgra International Corporation acquired a
controlling interest in UNTI, and UNTI changed its name to PanAgra International
Corporation. In contemplation of the Merger, UNTI transferred to UNMS
approximately $395,000 cash, 32,665 shares of UNTI (representing less than a 1%
interest), a $30,000 note of a former executive officer of UNTI and the Company,
and certain equipment. In addition, UNTI transferred to us all of the
outstanding shares of TrueYou.com Inc. ("TrueYou"), which was then a wholly
owned subsidiary of UNTI. The principal asset of TrueYou at the time was certain
proprietary software.

In April 1999, we distributed to our shareholders as a dividend all of the
TrueYou shares owned by us. TrueYou currently develops and sells training and
professional self-help programs known as Best Steps through its website,
www.trueyou.com. Best Steps are three-minute text and audio modules that are
educational and motivational, providing information written and narrated by
best-selling authors. They are designed to make participants more effective in
various "communities," including success, business, selling, communications,
relationships, health and fitness and serenity.

In May 1999, we acquired a 50% ownership interest in Access NewAge at a cost of
$17,000 and loaned Access NewAge the sum of $8,000. The loan bears interest at
the rate of 8% per annum and is payable in full on May 15, 2002. We currently
have no operations or material business interests independent of Access NewAge.

In July 1999, we purchased 100,000 shares of TrueYou, which represented less
than a 3% interest, for $150,000. During the past two years, TrueYou has engaged
principally in start-up activities, including development of a business plan,
raising capital to finance operations, hiring of key employees, acquisition and
development of Best Steps, and creation of website and related content. TrueYou
completed its website and commenced initial sales and marketing efforts during
2000. Such efforts had limited success and resulted in total revenues of only
approximately $27,000 during the year ended December 31, 2000. Alan Gelband, one
of our directors and the controlling shareholder of the Company, is the founder,
Chairman, Chief Executive officer and a principal shareholder of TrueYou. We
sold our 100,000 shares of TrueYou (which represented approximately a 2%
interest at the time of sale) in February 2001 to a non-affiliated third party
in an arms-length transaction for $25,000.



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In September 1999, we co-founded and acquired a 50% interest in
MyHealthPower.com Inc. ("MHP") with a $30,000 investment. MHP was created to
develop web-based medical and health information services. MHP discontinued its
operations in December 1999, prior to engaging in any active operations, due to
our adverse assessment of MHP's proposed business.

INDUSTRY BACKGROUND

The rapid adoption of the Internet as a means to gather and provide information,
communicate, interact and be entertained, combined with the vast proliferation
of websites, has made the Internet an important new mass medium. The Internet
enables advertisers to target advertising campaigns utilizing sophisticated
databases of information on the users of various sites and to directly generate
revenues from these users through online transactions. As a result, the Internet
has become a compelling means to advertise and market products and services.

E-commerce and Direct Marketing. The Internet has become a significant
marketplace for buying and selling goods and services. Jupiter Communications
estimates that the amount of goods or services purchased in online consumer
transactions will grow to approximately $37.5 billion in 2002. Improvements in
security, interface design and transaction-processing technologies have
facilitated an increase in online consumer transactions. Early adopters of such
improvements include online merchants offering broad product catalogs (such as
books, music CDs and toys), those seeking distribution efficiencies (such as
PCs, flowers and groceries) and those offering products and services with
negotiable pricing (such as automobiles and mortgages). We believe that as the
volume of online transactions increases, traditional retailers will offer a wide
variety of products and services online. Notwithstanding difficulties
encountered by many start-up and other e-commerce companies, we believe that
online sites provide businesses an attractive environment for selling products
and services by providing direct access to users with like interests.

Advertising. Jupiter Communications estimates that spending on Internet
advertising in the United States will grow to $7.7 billion in 2002. The Internet
has become a compelling advertising vehicle that provides advertisers with
targeting tools not available from traditional advertising media. The
interactive nature of the Internet and the development of "click-through"
advertising banners and other feedback tools enable advertisers to measure
impression levels, establish a dialogue with users and receive "real-time"
direct feedback from their target markets. Such feedback provides advertisers
with a tool to measure the attractiveness of their



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offerings among targeted audiences and make modifications to their advertising
campaigns on short notice.

One indicator of the Internet's popularity as an advertising medium is the
growing number and diversity of Internet advertisers. Most early Internet
advertisers were technology and Internet-related companies. Today, a growing
number of Internet advertisers consist of traditional, consumer product and
service companies. The diverse audience of users accessing community sites has
made such sites especially attractive to consumer product and service companies
advertising on the Internet. We believe that this trend should continue, and
that a wide variety of companies outside the technology and Internet industries,
such as financial services, consumer goods, automotive and pharmaceutical
companies, are or will be increasingly using the Internet, and community sites
in particular, to advertise.

ACCESSNEWAGE.COM

AccessNewAge.com offers a large selection of "New Age" information, products and
services - most of which are holistic, esoteric, spiritual, metaphysical and/or
philosophical in character.

The products include aromatherapy products, crystals and minerals, tapes and
CDs, books and gift items. The aromatherapy products are comprised of a line of
over 400 items including healing salves, oils, creams and incense. The books
cover numerous subjects, many dedicated to mind-body-spirit topics, such as
alternative and holistic health, astrology, Eastern religions, philosophy,
inspiration, self-help, mysticism, mythology, music and tarot.

AccessNewAge.com also features an on-line magazine called "Looking Deeper,"
which features articles on topics of personal growth, health and healing,
meditation, yoga, spiritual teachings, environmental awareness, astrology,
mysticism, and other New Age themes.

The website has received awards for "Website Excellence" from Forest Moon
Metaphysical Center, "Most Informative Site of the Week" from The NYC Insider,
and "Website of the Week" from AstroPro.

AccessNewAge.com was initially launched in April 1996. However, there are
currently no on-line links and limited sources of advertising designed to
promote the site and product sales. As a result, revenues of Access NewAge have
been limited (approximately $29,000) during 2000 and insufficient to generate
cash flow distributable to UNMS. Net losses of approximately $1,225 was incurred
in 2000. We intend to work with management of Access NewAge to develop an
advertising and marketing strategy designed to increase visits to the site,
purchases of products, and thereby revenues. There can be no assurance that we



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will be successful in developing or implementing such a strategy or that Access
NewAge will otherwise succeed in increasing revenues.

Access NewAge does not maintain any inventory of products offered on its
website. Product orders are processed by Access NewAge and then sent to the
product manufacturer/supplier for order fulfillment.

EMPLOYEES

As of March 1, 2001, we had no full-time employees and one part-time employee,
Kenneth Levy, who is our President and Chief Executive Officer. Since that time,
Mr. Levy has been devoting approximately two-thirds of his working time to the
Company. Mr. Levy also serves as Executive Vice President of TrueYou, where he
spends approximately one-third of his working time.

LEGAL PROCEEDINGS

There are no legal proceedings pending or, to our knowledge, threatened against
us.


                                  RISK FACTORS

RISKS RELATED TO OUR BUSINESS

DEVELOPMENT STAGE COMPANY

Since our incorporation in September 1998, our operating activities have
consisted primarily of start-up activities, raising start-up capital and
co-developing start-up web-based businesses. In May 1999, we acquired a 50%
ownership interest in Access NewAge. Through October 31, 2000, Access NewAge has
had limited revenues from product sales and advertising, and we have had no
revenues to date. During the year ended December 31, 2000, Access NewAge
generated gross revenues of only approximately $29,000. There can be no
assurance that our proposed operations will either materialize or prove
successful, in whole or in part, or that websites we develop or are associated
with will be successfully commercialized. Moreover, there can be no assurance
that our operations will generate sufficient revenues to achieve profitability.

We formerly owned a small minority interest in TrueYou, a private company that
develops and sells training and professional self-help programs. TrueYou
generated revenues from operations of approximately $27,000 during calendar year
2000 and operated at a net loss. We purchased our interest in July 1999 for
$150,000 and sold it in February 2001 for $25,000, representing a $125,000 loss.



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In September 1999, we co-founded and acquired a 50% interest in MHP with a
$30,000 investment. MHP was created to develop web-based medical and health
information services. MHP discontinued its operations in December 1999, prior to
engaging in any active operations, due to our adverse assessment of MHP's
proposed business.

We have only a limited operating history upon which an evaluation of our
prospects can be based. Our current and proposed operations are subject to all
of the risks inherent in the establishment of a new business enterprise. The
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered by companies in an
early stage of development, particularly companies engaged in new and rapidly
evolving markets, such as an Internet-based business. We can give no assurance
that we will be able to successfully develop internet technology and content or
grow the Access NewAge business.

HISTORY OF LOSSES; LACK OF REVENUE

During the years ended December 31, 1999 and 2000, we had no revenues and our
operating expenses have resulted in losses of $217,045 and $249,625,
respectively. We expect to incur additional operating losses and to experience
continued negative cash flow from operations for the foreseeable future. We can
give no assurance that we can achieve, sustain or increase revenues or
profitability in the future.

LACK OF MARKETING EXPERIENCE

We are a development stage enterprise and have only limited marketing
experience. The transition from a start-up operation to an enterprise capable of
effectively marketing a website based business may require additional
management, technical personnel, capital and other resources. Failure to meet
marketing standards could prevent or delay the effective commercialization of
our sites and products, even if successfully developed by us. There can be no
assurance that we or our business partners will be able to effectively market
our products and services.

DEPENDENCE ON THE INTERNET; UNCERTAIN ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR
COMMERCE

Use of the Internet by consumers is at an early stage of development, and market
acceptance of the Internet as a medium for commerce is subject to a high level
of uncertainty. The Internet may not prove to be a viable commercial marketplace
because of inadequate development of the necessary infrastructure, such as
reliable network backbones, or complementary services, such as high-speed modems
and security procedures for financial transactions or delays in the development
and



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adoption of new standards and protocols to handle increased levels of Internet
activity or due to increased government regulation. In addition to such
technical obstacles, the Internet may not be accepted by consumers at
significant enough levels to sustain businesses that rely exclusively on
e-commerce. Our future success will depend on our ability to generate and
significantly increase revenue which will require the development and widespread
acceptance of the Internet as a medium for commerce. We can give no assurance
that the Internet will be a successful retailing channel. If use of the Internet
does not continue to grow, or if the necessary Internet infrastructure or
complementary services are not developed to effectively support growth that may
occur, our business, results of operations, and financial condition could be
materially adversely affected. We can give no assurance that we will not
continue to be largely dependent on the Internet.

DEPENDENCE ON THE DEVELOPMENT OF THE INTERNET AND THE AVAILABILITY OF INCREASED
BANDWIDTH TO CONSUMERS

The success of our business will depend largely on the development and
maintenance of the Internet infrastructure. This includes maintenance of a
reliable network with the necessary speed, data capacity and security, as well
as timely development of complementary products such as high speed modems, for
providing reliable Internet access and services. Because global commerce on the
Internet and the online exchange of information is new and evolving, we cannot
predict whether the Internet will prove to be a viable commercial marketplace in
the long term. The success of our business will rely on the continued
improvement of the Internet as a convenient means of consumer interaction and
commerce, as well as an efficient medium for the delivery and distribution of
consumer products such as those offered by Access NewAge. The Internet has
experienced, and is likely to continue to experience, significant growth in the
numbers of users and amount of traffic. As the Internet continues to experience
increased numbers of users, increased frequency of use and increased bandwidth
requirements, the Internet infrastructure may be unable to support the demands
placed on it. In addition, increased users or bandwidth requirements may harm
the performance of the Internet. The Internet has experienced a variety of
outages and other delays as a result of damage to portions of its
infrastructure, and it could face outages and delays in the future. These
outages and delays could reduce the level of Internet usage as well as the level
of traffic, and could result in the Internet becoming an inconvenient or
uneconomical source of commerce. The infrastructure and complementary products
or services necessary to make the Internet a viable commercial marketplace for
the long term may not be developed successfully or in a timely manner. Even if
these products or services are developed,



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the Internet may not become a viable commercial marketplace for the products or
services that we or our business partners offer.

DEPENDENCE ON THIRD PARTIES FOR INTERNET OPERATIONS

Our ability to advertise on other Internet sites and the willingness of the
owners of such sites to direct users to our websites through hypertext links may
be critical to the success of our Internet operations. We may also rely on the
cooperation of owners of Internet search services and on our relationships with
third party vendors of Internet development tools and technologies. We can give
no assurance that the necessary cooperation from third parties will be available
on acceptable commercial terms or at all. If we are unable to develop and
maintain satisfactory relationships with such third parties on acceptable
commercial terms, or if our competitors are better able to leverage such
relationships, our business, results of operations and financial condition will
be materially adversely affected.

RISKS RELATED TO SALES, MARKETING AND COMPETITION

DIFFICULTIES ASSOCIATED WITH BRAND DEVELOPMENT

The importance of brand recognition will increase in the future as the number of
websites providing products and services increases. There are many distributors
of "New Age" related products and other products we may become associated with,
both online and traditional, who enjoy customer brand recognition and compete
with us in the digital distribution and mail order markets. Many of these
distributors have superior financial strength and resources. We believe that
establishing and increasing awareness of brand names -- such as "Access NewAge"
-- is a critical aspect of our efforts to continue to attract customers and
content providers. We may need to invest heavily in brand development in order
to establish a market presence. We can give no assurances that our efforts to
build brand awareness will be successful or that we will have sufficient
financing to pursue brand development successfully.

COMPETITION

The market for users, e-commerce, and Internet advertising is new and rapidly
evolving, and competition for users and advertisers is intense and is expected
to increase significantly. Barriers to entry are relatively insubstantial and we
may face competitive pressures from many additional companies both in the United
States and abroad. We believe that the principal competitive factors for
companies seeking to create sites on the Internet are critical mass,
functionality of the website, and brand recognition.



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We face significant competition from many large, established online communities
and services that develop and market Internet content for consumer based
websites or otherwise create and operate such websites. These competitors, which
have significantly greater financial, technological and marketing resources than
us, include Yahoo! Inc., AOL Time Warner, At Home Corporation, Amazon.com Inc.
and Microsoft Corporation. In addition, Internet sites may be developed or
acquired by companies currently operating web directories, search engines,
shareware archives, content sites, OSPs, ISPs and other entities, many of which
are likely to have substantially more resources than us. Furthermore, we compete
for users and advertisers with other content providers and with thousands of
websites operated by individuals, the government and educational institutions.
We also face competitive pressure from traditional media such as newspapers,
magazines, radio and television. We believe that the principal competitive
factors in generating e-commerce revenue and attracting advertisers include the
amount of traffic on its website, brand recognition, customer service, the
demographics of our users, our ability to offer targeted audiences and the
overall cost-effectiveness of the distribution and advertising medium offered by
us. We believe that the number of Internet companies relying on Internet-based
e-commerce and advertising revenue, as well as the number of advertisers on the
Internet and the number of users, will increase substantially in the future.
Accordingly, we will likely face increased competition, resulting in increased
pricing pressures on the pricing of our products and the advertising rates,
which could have a material adverse effect on us.

The e-commerce market is new and rapidly evolving and competition among
e-commerce merchants is expected to increase significantly. We are relying on
e-commerce partners such as Access NewAge to generate e-commerce revenues. Our
ability to generate revenues from any of its present or future e-commerce
partners may be adversely affected by competition between any such partner and
other Internet retailers.

The Internet has had a limited effect on the market for "New Age" products and
services. The current marketplace is characterized by hundreds and perhaps
thousands of small sites - almost all of which are privately owned - that sell
or provide "New Age" related products or services. We have no knowledge that any
particular competitors are dominant in the web-based New Age products industry.

COMPETITION FOR AND EXECUTING STRATEGIC ALLIANCES AND ACQUISITIONS

Our business strategy includes entering into strategic alliances and may include
acquiring complementary businesses, websites, technologies, content or products.
We may be unable to complete suitable strategic alliances and acquisitions on
commercially reasonable terms, if at all. We expect to face competition for



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strategic alliance and acquisition candidates and sponsorships. This competition
could impair our ability to successfully pursue these aspects of our business
strategy. Strategic alliances or acquisitions could disrupt our ongoing
business, distract our management and employees and increase our expenses. If we
acquire a company, we could face difficulties assimilating that company's
personnel and operations. In addition, the key personnel of the acquired company
may decide not to work for us. Acquisitions of additional services or
technologies also involve risks of incompatibility and lack of integration into
our existing operations. If we finance the acquisitions by incurring debt or
issuing equity securities, this could dilute our existing stockholders. Any
amortization of goodwill or other assets, or other charges resulting from the
costs of such acquisitions, could adversely affect our operating results.

RISKS RELATED TO OPERATIONS

NEED TO ENHANCE AND DEVELOP ACCESSNEWAGE.COM TO REMAIN COMPETITIVE

To remain competitive, Access NewAge must enhance and improve the
responsiveness, functionality and features of AccessNewAge.com and expand its
offering of products and services. Enhancements of or improvements to the
website may contain undetected programming errors that require significant
design modifications, resulting in a loss of customer confidence and user
support and a decrease in the value of our brand name recognition.

In addition, any failure to effectively develop and introduce new features and
functions, or the failure of such new features and functions to achieve market
acceptance, could have a material adverse effect on our business, results of
operations and financial condition.

We also hope to introduce new products and services, such as new content
targeted for specific user groups. There can be no assurance that we will be
successful in developing or introducing such products and services or that such
products and services will achieve market acceptance or enhance our brand name
recognition. Any failure to effectively develop and introduce these products and
services, or the failure of such products and services to achieve market
acceptance, could have a material adverse effect on our business, results of
operations and financial condition.

DEPENDENCE ON KEY PERSONNEL

Our success is dependent, in part, upon key management personnel. In particular,
we are highly dependent upon Kenneth Levy, our President and Chief Executive
Officer. Mr. Levy is primarily responsible for our day-to-day strategic planning
and financing arrangements. Until



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March 1, 2001, Mr. Levy worked for us on a limited basis, with no compensation.
He engaged in other projects unrelated to the Company which required significant
time commitments. Mr. Levy now devotes approximately two-thirds of his work time
to us. Mr. Levy is employed under an agreement that expires on February 28,
2002. The loss of his services could have a material adverse effect on us.

Our future performance may be substantially dependent on hiring management and
other key personnel and our ability to retain and motivate them. The loss of the
services of any of our officers or senior managers could harm our business.

ONLINE SECURITY

If the security measures that we use to protect personal information are
ineffective, we may lose visitors and our business would be harmed. We will rely
on security and authentication technology licensed from third parties. With this
technology, we can perform real-time credit card authorization and verification.
We cannot predict whether new technological developments could allow these
security measures to be circumvented. In addition, our software, databases and
servers may be vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions. We may need to spend significant resources to protect
against security breaches or to alleviate problems caused by any breaches. We
cannot assure that we can prevent all security breaches.

A party who is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our Internet operations.
Consumer concern over Internet security has been, and could continue to be, a
barrier to commercial activities requiring consumers to send their credit card
information over the Internet. Computer viruses, break-ins, or other security
problems could lead to misappropriation of proprietary information and
interruptions, delays, or cessation in service to our customers. Moreover, until
more comprehensive security technologies are developed, the security and privacy
concerns of existing and potential customers may inhibit the growth of the
Internet merchandising medium. We may be required to expend significant capital
resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. We can give no assurance that our
Internet operations are completely secure against potential interruptions or
that we can alleviate the problems should they occur.

FINANCIAL RISKS

SIGNIFICANT NEED FOR CASH; POSSIBLE LACK OF SUFFICIENT FUNDS



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<PAGE>


We have significant immediate cash requirements related to the implementation of
our business plan and working capital needs. If we are unable to obtain
financing either from a public or private offering of our securities, a
strategic joint venture or partnership, or otherwise, we will be unable to
implement our business plan or otherwise expand our operations. This would have
a material adverse effect on us. If we raise additional funds by issuing equity
or convertible debt securities, such securities may have rights, preferences or
privileges senior to those of our existing stockholders and the percentage
ownership of our stockholders will be diluted. We can give no assurance that
additional financing will be available on favorable terms or at all. If adequate
funds are not available or are not available on acceptable terms, our ability to
fund our expansion, take advantage of opportunities, develop or enhance services
or products or otherwise respond to competitive pressures would be significantly
limited.

CONTROL BY PRINCIPAL STOCKHOLDERS

Mr. Alan Gelband, one of our directors, beneficially owns over 61.6% of our
issued and outstanding Common Stock and, therefore, may be able to influence or
control the outcome of substantially all actions requiring stockholder approval,
including the election of the entire Board of Directors, and the outcome of any
stockholder votes concerning a merger, asset sale, or other major corporate
transaction affecting us. Such control could also have the effect of delaying,
deterring, or preventing an unsolicited takeover of the Company. In addition,
Mr. Gelband (through a pension plan) holds a warrant to purchase an additional
1,000,000 shares of our Common Stock which upon exercise would substantially
increase his beneficial ownership of Common Stock.

NO CASH DIVIDENDS

We have never paid any cash dividends on our Common Stock and it is unlikely
that we will have sufficient profits to pay cash dividends in the foreseeable
future.

NO PUBLIC MARKET; LACK OF LIQUIDITY

There is currently no public market for our Common Stock and there can be no
assurance that such a public market will ever develop, or that if developed, it
will be sustained. In addition, even if a public market for the Common Stock is
developed, the market prices of securities of technology companies, particularly
Internet-related companies, have been extremely volatile, and have experienced
fluctuations that have often been unrelated to or disproportionate to the
operating performance of such companies. Moreover, factors such



                                       13
<PAGE>

as announcements by us of quarterly variations in our financial results and
changes in general market conditions, among other things, could cause the market
price of our shares to fluctuate significantly. In recent years, the stock
market has experienced significant price and volume fluctuations.

OTHER RISKS

POSSIBLE ACQUISITIONS

We may seek out strategic acquisitions, joint ventures, and partnerships of and
with companies that management believes will facilitate our growth and
implementation of our business plan. Various business and financial risks
associated with acquisitions by us, if consummated, could result in significant
changes to our leverage, liquidity and earnings capabilities. There are
currently no agreements or understandings currently in effect related to any
acquisitions. There can be no assurance that any acquisitions will be made, or
that if made, will be of material benefit to us.

PENNY STOCK REGULATION

The Commission recently adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for a stock
that becomes subject to the penny stock rules. Should a public market for our
Common Stock



                                       14
<PAGE>

develop and such stock become subject to the penny stock rules, stockholders may
find it more difficult to sell their shares of Common Stock.

FORWARD LOOKING STATEMENTS

This Report contains certain forward-looking statements within the meaning of
Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), concerning our operations, economic
performance and financial conditions. These statements are based upon a number
of assumptions and estimates which are inherently subject to significant
uncertainties and contingencies, many of which are beyond our control and
reflect future business decisions which are subject to change. Some of these
assumptions inevitably will not materialize, and unanticipated events will occur
which will affect our results. Consequently, actual results will vary from the
statements contained herein and such variance may be, and is likely to be,
material. Prospective investors should not place undue reliance on this
information.

ITEM 2.  DESCRIPTION OF PROPERTY

Our headquarters are currently located in a facility located at 575 Madison
Avenue, New York, New York. Since January 1, 2001, we have been paying rent of
$500 per month pursuant to an agreement with TrueYou under which TrueYou
provides office space and computer equipment and permits us to use TrueYou's
telephone system, photocopy and facsimile machines and printers. The agreement
has a one-year term expiring December 31, 2001, subject, however, to the right
of either party to terminate earlier upon 60 days' prior written notice. We do
not own or lease any other real property. We had no rent expense during the
years ended December 31, 1999 and 2000. During that period, the Company operated
its day-to-day business principally through consultants and thereby had nominal
space requirements. Administrative services were provided by TrueYou, which was
paid a fee of $32,000 during the fiscal year ended December 31, 2000 under an
informal oral arrangement.

Although we do not have any formal investment policies, we have no present
intention to make any investments in, or acquire any interests in, real estate,
real estate mortgages, real estate investment trusts or other real estate
related securities or investments.

ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any legal proceedings which could have a material adverse
effect on our business.



                                       15
<PAGE>


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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2000.


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS

There is no established public trading market for our Common Stock.

As of May 23, 2001, we had 3,330,000 shares of Common Stock issued and
outstanding and approximately 318 holders of record of our shares of Common
Stock. In addition, we have outstanding (i) options to purchase an aggregate of
250,000 shares of Common Stock with an exercise price of $.10 per share (ii) 11%
promissory Notes in the principal amount of $125,000, and (iii) warrants
exercisable for 1,250,000 shares of Common Stock with an exercise price of $.10
per share.

We have not paid any cash dividends and do not anticipate that we will pay any
cash dividends on our Common Stock in the foreseeable future. Payment of
dividends is within the discretion of our Board of Directors and will depend,
among other factors, upon our earnings, financial condition and capital
requirements.

On November 8, 2000, affiliates (pension plans) of Kenneth Levy, an officer and
director of the Company, and Alan Gelband, a director and principal stockholder
of the Company, entered into Subscription Agreements to purchase 11% Promissory
Notes in the aggregate principal amount of $125,000 and warrants to purchase an
aggregate of 1,250,000 shares of Common Stock. The subscription price of
$100,000 from Mr. Gelband's pension plan was paid in December 2000 and the
subscription price of $25,000 from Mr. Levy's pension plan was paid in January
2001. These transactions were private transactions not involving a public
offering and were exempt from the registration provisions of the Securities Act
of 1933, as amended, pursuant to Section 4(2) thereof. No underwriter was
engaged in connection with the foregoing sales of securities.

ITEM 6.  PLAN OF OPERATION



                                       16
<PAGE>


As of January 31, 2001, we had a cash balance of approximately $126,000. In
November 2000, we received subscriptions from two of our principals (through
pension plans) to purchase 11% Promissory Notes of the Company in the aggregate
principal amount of $125,000 and warrants to purchase an aggregate of 1,250,000
shares of Common Stock. The Notes are due and payable on May 31, 2002. The
warrants have a five-year term, have an exercise price of $.10 per share and
have "cashless" exercise features. Subscriptions for the notes and warrants were
paid in December 2000 ($100,000) and January 2001 ($25,000). Based on such
proceeds and other cash resources, we believe we could maintain our operations
as currently conducted and satisfy our cash requirements for only about twelve
(12) months. Therefore, we will be required to raise additional funds in the
near future. During the next several months, we will consider raising additional
funds through equity or debt offerings. If successful in raising funds, we will
endeavor to expand the marketing and product service offerings of Access NewAge
and/or develop or acquire additional business operations, including new websites
offering consumer products and services. This will likely require the hiring of
one to three full time employees, depending on the scope of our operations. We
do not anticipate performing significant product research and development or
purchasing plant or significant equipment during the next twelve months.

ITEM 7.  FINANCIAL STATEMENTS

See Index to Financial Statements, which is Part III - Item 13 of this Report,
and the Financial Statements attached to this Report.

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

None.



                                       17
<PAGE>


                                    PART III


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

         NAME                       AGE        POSITION WITH THE COMPANY
         ----                       ---        -------------------------
         Kenneth Levy               54         President and Director
         Alan Gelband               56         Director


Kenneth Levy has served as our President since January 2000. Since that date he
has also served as Executive Vice President of TrueYou.com Inc., an
internet-based provider of professional and personal growth programs. From March
1996 to January 2000 he served as Senior Managing Director of Janssen/Meyers
Associates, an investment banking and brokerage firm. From October 1994 to March
1996, Mr. Levy served as President of Marshall, Alexander and Marshall, an
investment banking firm. Mr. Levy serves as a Director of Cathay Online Inc.
(OTC), an Internet Service Provider in China.

Alan Gelband, founder of the Company, has served as President of AGC Investment
Bank and President of Alan Gelband & Company for more than the past five years.
He has been actively involved in the development of emerging growth companies
and mergers and acquisitions for over 15 years and has completed over 70
investment banking transactions. From September 1998 until January 2000, Mr.
Gelband served as Vice President and Secretary of UNMS. Since November 1998, Mr.
Gelband has served as Chief Executive Officer of TrueYou.com Inc. He has served
as the president and a member of the board of directors of the Association for
Corporate Growth International where he is currently a lifetime director.

SECTION 16(A)  BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, our directors, executive
officers, and any persons holding more than ten percent of our Common Stock are
required to report their initial ownership of the Common Stock and any
subsequent changes in their ownership to the Securities and Exchange Commission
("SEC"). Specific due dates have been established by the SEC, and we are
required to disclose in this Report any failure to file by those dates. However,
as we did not have a class of equity securities registered pursuant to Section
12 of the Exchange Act during fiscal 2000, no Section 16(a) reports were
required to be filed during fiscal 2000.



                                       18
<PAGE>


In January 2001, our Common Stock came registered under Section 12 of the
Exchange Act. Based upon the copies of Section 16(a) reports that the Company
received from such persons since the date that such reports were first required
to be filed, the Company believes that there has been compliance with all
Section 16(a) filing requirements applicable to such officers, directors, and
ten-percent beneficial owners for such fiscal year except as follows: The Form
3s of Kenneth Levy and Alan Gelband that were required to be filed on January
22, 2001 were not filed until March 9, 2001.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth all compensation paid in respect of the Chief
Executive Officer and those individuals who received compensation in excess of
$100,000 per year (collectively, the "Named Executive Officers"). We have one
Named Executive Officer, namely, Mr. Kenneth Levy, who serves as President and
is our sole officer. There were no individuals who received compensation in
excess of $100,000 in the most recently completed fiscal year.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                     ANNUAL COMPENSATION              LONG-TERM COMPENSATION
                                                -------------------------------------------------------------------
                                       FISCAL                                    SECURITIES UNDERLYING OPTIONS/SARS
NAME AND PRINCIPAL POSITION             YEAR       SALARY ($)      BONUS ($)                    (#)
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>                      <C>
Kenneth Levy                            2000          -0-            -0-                      250,000
  President
</TABLE>


During 2000, we paid Mr. Gelband, one of our directors, consulting fees of
approximately $55,000 through Alan Gelband & Company, a consulting company that
is wholly-owned by Mr. Gelband. Of that amount, $18,000 is accrued and unpaid as
of May 23, 2001. The services were provided under an oral arrangement. Mr.
Gelband is not currently providing us with any consulting services. During 1999,
we paid Mr. Gelband (through his consulting company) consulting fees of
approximately $35,000.

Mr. Levy commenced his employment with us on November 1, 2000 and works on a
part-time basis. On November 1, 2000, Mr. Levy was granted an option to purchase
250,000 shares. The options have a five year term and an exercise price of $.10
per share. The options become exercisable as to 70,000 shares on the date of
grant and will vest in monthly installments of 15,000 shares each during the
next twelve months. From January 1, 2000 through February 28, 2001, Mr. Levy
devoted a substantial majority of his working time to TrueYou, where he is
currently employed as Executive Vice President. Prior to March 1, 2001, we did
not pay any cash compensation to Mr. Levy.



                                       19
<PAGE>

Since March 1, 2001, Mr. Levy has been devoting approximately two-thirds of his
working time to the Company pursuant to a written agreement. Under the
agreement, Mr. Levy serves as our President and is paid a salary of $2,000 per
month. The agreement has a one-year term, expiring February 28, 2002. Mr. Levy
devotes approximately one-third of his working time to TrueYou.

OPTION PLANS AND GRANTS

An aggregate of 500,000 shares of Common Stock are reserved for issuance or
available for grant under our 2000 Stock Option Plan (the "Option Plan").
Options granted under the Option Plan may either be intended to qualify as
incentive stock options ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or as non ISOs. The
Option Plan is administered in all respects by the Board of Directors or a
committee composed of at least two members of the Board of Directors who are
designated by the Board (the "Stock Option Committee"). The Stock Option
Committee may determine the persons to whom options are to be granted and the
number of shares subject to each option. Under the terms of the Option Plan, all
officers, directors, employees and consultants of the Company or subsidiaries of
the Company are eligible for option grants. The option exercise price of options
granted under the Option Plan is fixed by the Stock Option Committee but, in the
case of ISOs must be no less than 100% of the fair market value of the shares of
Common Stock subject to the option at the time of grant, except that in the case
of an employee who possesses more than 10% of the total combined voting power of
all classes of stock of the Company (a "10% Holder"), the exercise price must be
no less than 110% of said fair market value. Options may be exercised by the
payment in full in cash or, at the discretion of the Stock Option Committee, by
the tendering of shares of Common Stock to acquire shares of Common Stock having
a fair market value, as determined by the Stock Option Committee, equal to the
option exercise price. Options granted under the Option Plan may not be
exercised more than ten years after the date of grant, five years in the case of
an ISO granted to a 10% Holder. Options to purchase 250,000 shares are currently
outstanding under the Option Plan, all of which were granted to Kenneth Levy,
our President. Such options, intended to qualify as ISOs, have a five year term
and an exercise price of $.10 per share.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our
Common Stock as of May 23, 2001 by (i) each person known by us to be the
beneficial owner of more than five percent of our outstanding Common Stock, (ii)
each of our directors, (iii) our



                                       20
<PAGE>

Chief Executive Officer (our sole officer), and (iv) all of our officers and
directors as a group. We believe that the beneficial owners of the Common Stock
listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such shares. On May 23, 2001, the
Company had 3,330,000 shares issued and outstanding.

NAME AND ADDRESS OF                         NUMBER OF                 PERCENT OF
 BENEFICIAL OWNER                            SHARES                     CLASS
--------------------------                --------------              ----------
Alan Gelband                              3,050,100(1)                 70.4%
575 Madison Ave.
New York, NY 10022

Kenneth Levy                                452,000(2)                 12.0%
575 Madison Avenue
New York, NY 10022

All directors and officers                3,502,100(1)(2)              73.4%
as a group (2 persons)

-------------
(1)  Includes (i) 8,100 shares owned of record by a defined pension plan and
     trust of which Mr. Gelband is the beneficiary, (ii) 40,000 shares owned by
     Mr. Gelband's children, (iii) 2,000 shares owned by a charitable foundation
     of which Mr. Gelband and his wife are trustees and (iv) 2,000,000 shares
     owned directly by Mr. Gelband. Also includes 1,000,000 shares issuable upon
     exercise of warrants owned by a pension plan of which Mr. Gelband is the
     beneficiary. Does not include 10,000 shares owned by Mr. Gelband's wife.
     Mr. Gelband disclaims beneficial ownership of said shares owned by his
     wife.

(2)  Includes (i) 2,000 shares owned by Mr. Levy's children, (ii) 10,000 shares
     owned by pension plans of Mr. Levy and his wife, and (iii) 190,000 shares
     issuable upon exercise of options held by Mr. Levy that are currently
     exercisable or exercisable within 60 days of May 23, 2001. Also includes
     250,000 shares issuable upon exercise of warrants owned by a pension plan
     of which Mr. Levy is the beneficiary. Excludes options to purchase an
     additional 60,000 shares held by Mr. Levy that are not exercisable
     currently or within 60 days of May 23, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Gelband, a founder, director and controlling stockholder of the Company, is
the founder, Chairman, Chief Executive Officer and a principal stockholder of
TrueYou.com Inc. ("TrueYou"). He currently owns approximately 41% of the issued
and outstanding common stock of



                                       21
<PAGE>


TrueYou. Until February 2001, we owned less than a 3% interest in TrueYou. See
"Part I, Item 1 - Description of Business - the Company." During the fiscal year
ended December 31, 2000, TrueYou paid Mr. Gelband compensation of $120,000, of
which approximately $90,000 is accrued and unpaid.

In April 1999, Mr. Gelband purchased 1,100,000 shares of our stock for $100,000.
He currently owns an approximately 61% stock interest in UNMS (70.4% giving
effect to shares issuable upon exercise of warrants held by Mr. Gelband). See
"Part III, Item 11 - Security Ownership of Certain Beneficial owners and
Management." During the fiscal years ended December 31, 1999 and 2000, we paid
Mr. Gelband (through Alan Gelband & Company, a consulting company that is
wholly-owned by Mr. Gelband) consulting fees of approximately $35,000 and
$55,000, respectively, of which approximately $20,000 (attributable to 2000) is
accrued and unpaid.

Mr. Levy, President and a director of the Company serves as Executive Vice
President of TrueYou, where he has been employed since January 1, 2000. During
the fiscal year ended December 31, 2000, TrueYou paid Mr. Levy compensation of
$120,000 and issued him options to purchase 100,000 shares of TrueYou stock.
Since March 1, 2001, Mr. Levy devotes approximately one-third of his working
time to TrueYou.

Mr. Levy was Vice President, Secretary and a director, and Mr. Gelband was Vice
President, Treasurer and a director, of MyHealthPower.com Inc. ("MHP") from
formation in September 1999 through December 1999 at which time MHP discontinued
its operations. Neither Mr. Levy nor Mr. Gelband has served at any time as an
officer or director of Access NewAge. However, it is contemplated that Messrs.
Levy and Gelband will become directors of Access NewAge in or about June 2001.

See "Part II, Item 6 - Plan of Operation" for a description of our promissory
notes and warrants purchased by Messrs. Gelband and Levy (through pension
plans). The notes, which are in the aggregate principal amount of $125,000 and
bear interest at the rate of 11% per annum, are due and payable in May 2002.

During the fiscal year ended December 31, 2000, we paid TrueYou a facility
management fee of approximately $32,000. In consideration for the fee, TrueYou
provided general administrative services. The services were provided under an
informal oral arrangement. Since January 1, 2001, the Company has been paying
$500 per month to TrueYou pursuant to an agreement under which TrueYou provides
office space and computer equipment and permits us to use TrueYou's telephone
system, photocopy and facsimile machines and printers.

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



                                       22
<PAGE>


(a)  Exhibit
     No.      Description
     -------  ------------
       3.(a)  Certificate of Incorporation. Incorporated by reference to Exhibit
              2(a) of Registrant's Registration Statement on Form 10-SB, File
              No. 0-32007.
         (b)  By-Laws. Incorporated by reference to Exhibit 2(b) of Registrant's
              Registration Statement on Form 10-SB, File No. 0-32007.
      10.(a)  2000 Stock Option Plan. Incorporated by reference to Exhibit 6(a)
              of Registrant's Registration Statement on Form 10-SB, File No.
              0-32007.
         (b)  Form of Stock Option Agreement under the 2000 Stock Option Plan.
              Incorporated by reference to Exhibit 6(b) of Registrant's
              Registration Statement on Form 10-SB, File No. 0-32007.
         (c)  Form of Unit Purchase Agreement (as amended). Incorporated by
              reference to Exhibit 6(c) of Registrant's Registration Statement
              on Form 10-SB, File No. 0-32007.
         (d)  Form of 11% Note. Incorporated by reference to Exhibit 6(d) of
              Registrant's Registration Statement on Form 10-SB, File No.
              0-32007.
         (e)  Form of Common Stock Purchase Warrant. Incorporated by reference
              to Exhibit 6(e) of Registrant's Registration Statement on Form
              10-SB, File No. 0-32007.
         (f)  Employment Agreement between Registrant and Kenneth Levy.
              Incorporated by reference to Exhibit 6(f) of Registrant's
              Registration Statement on Form 10-SB, File No. 0-32007.
         (g)  Facility Agreement between Registrant and TrueYou.com Inc.
              Incorporated by reference to Exhibit 6(g) of Registrant's
              Registration Statement on Form 10-SB, File No. 0-32007.
         (h)  Stock Purchase Agreement between Registrant and Access: NewAge
              Corporation. Incorporated by reference to Exhibit 6(h) of
              Registrant's Registration Statement on Form 10-SB, File No.
              0-32007.

(b)   Reports on Form 8-K: None.



                                       23
<PAGE>


                                   SIGNATURES


       In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      UNITED NETWORK MARKETING SERVICES, INC.




Dated: May 29, 2001                   By: /s/ KENNETH LEVY
                                          --------------------------------------
                                          Kenneth Levy, President (Principal
                                          Executive Officer, Principal Financial
                                          Officer and Principal Accounting
                                          Officer)


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons son behalf of the registrant and in the
capacities and on the dates indicated.



/s/ KENNETH LEVY
---------------------------                             Date: May 29, 2001
 Kenneth Levy, a Director
and President



/s/ ALAN GELBAND
---------------------------                             Date: May 29, 2001
Alan Gelband, a Director





                                       24

<PAGE>


UNITED NETWORK MARKETING
 SERVICES, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2000











<PAGE>





                                      UNITED NETWORK MARKETING SERVICES, INC.
                                                (A DEVELOPMENT STAGE COMPANY)


                                               INDEX TO FINANCIAL STATEMENTS

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








INDEPENDENT AUDITOR'S REPORT                                       F-1


FINANCIAL STATEMENTS:

   Balance Sheet                                                   F-2
   Statement of Operations                                         F-3
   Statement of Stockholders' Equity                               F-4
   Statement of Cash Flows                                         F-5
   Notes to Financial Statements                                F-6 - F-10







<PAGE>






INDEPENDENT AUDITOR'S REPORT

To the Stockholders of
United Network Marketing Services, Inc.


We have audited the accompanying balance sheets of United Network Marketing
Services, Inc. (a development stage company) as of December 31, 1999 and 2000,
and the related statements of operations, stockholders' equity, and cash flows
for the years then ended and the cumulative amounts for the period from
September 15, 1998 (date of incorporation) to December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 United Network Marketing
Services, Inc. (a development stage company) as of December 31, 1999 and 2000
and the results of its operations and its cash flows for the years then ended
and the cumulative amounts for the period from September 15, 1998 (date of
incorporation) to December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.

GOLDSTEIN GOLUB KESSLER LLP
New York, NY

March 1, 2001






<PAGE>





                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)


                                                             BALANCE SHEET

=============================================================================
DECEMBER 31,                                                1999         2000
-----------------------------------------------------------------------------

ASSETS

Current Assets:
  Cash                                                 $ 108,355    $ 100,587
  Other current assets                                     2,082           65
-----------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                               110,437      100,652

Property and Equipment - net                               5,202        2,818

Investments                                              150,067       33,885

Note Receivable                                            8,000        8,000

Deferred Income Tax Asset                                   --           --
-----------------------------------------------------------------------------
      TOTAL ASSETS                                     $ 273,706    $ 145,355
=============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities - accounts payable
   and accrued expenses                                $  28,976    $  49,139

Note Payable - related party                               --          81,111
-----------------------------------------------------------------------------
      TOTAL LIABILITIES                                   28,976      130,250
-----------------------------------------------------------------------------

Commitments

Stockholders' Equity:
  Preferred stock - $.001 par value; authorized
    1,000,000 shares; none issued
  Common stock - $.001 par value; authorized
    20,000,000 shares; issued and outstanding
    3,330,000 shares                                       3,330        3,330
  Additional paid-in-capital                             532,803      552,803
  Deficit accumulated during the development stage      (291,403)    (541,028)
-----------------------------------------------------------------------------
      STOCKHOLDERS' EQUITY                               244,730       15,105
-----------------------------------------------------------------------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 273,706    $ 145,355
=============================================================================

                                               See Notes to Financial Statements

                                                                            F-2


<PAGE>

                     UNITED NETWORK MARKETING SERVICES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                       PERIOD FROM
                                                                                     SEPTEMBER 15,
                                                                                     1998 (DATE OF
                                              YEAR ENDED      YEAR ENDED         INCORPORATION) TO
                                            DECEMBER 31,    DECEMBER 31,              DECEMBER 31,
                                                    1999            2000                      2000
--------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                    <C>
General and administrative expenses:
  Consulting fees                           $   111,916        $    52,065            $   198,731
  Write-off of note receivable from
   consultant                                    30,000               --                   30,000
  Professional fees                              23,655             44,497                108,807
  Depreciation                                    3,195              2,384                  6,883
  Stock transfer expense                          2,367              2,791                  5,968
  Facility management                             1,500             31,732                 33,232
  Taxes                                           1,690              2,110                  4,953
  Interest                                         --                2,028                  2,028
  Office expenses                                 1,774               --                    1,984
  Advertising                                     1,243               --                    1,243
  Miscellaneous                                   2,266               --                    2,433
-------------------------------------------------------------------------------------------------
Total general and administrative expenses       179,606            137,607                396,262

Interest and dividend income                      9,494              4,164                 18,349

Equity in loss on investments                   (16,934)          (116,182)              (133,116)

Impairment loss on investment                   (29,999)              --                  (29,999)
-------------------------------------------------------------------------------------------------
Net loss                                    $  (217,045)       $  (249,625)           $  (541,028)
=================================================================================================
Basic and diluted loss per common share     $     (0.07)       $     (0.07)
=================================================================================================
Weighted-average number of common
 shares outstanding                           3,055,000          3,330,000
=================================================================================================

</TABLE>


                                               See Notes to Financial Statements

                                                                            F-3


<PAGE>

<TABLE>
<CAPTION>

                                                                               UNITED NETWORK MARKETING SERVICES, INC.
                                                                                         (A DEVELOPMENT STAGE COMPANY)

                                                                                     STATEMENT OF STOCKHOLDERS' EQUITY
======================================================================================================================
PERIOD FROM SEPTEMBER 15, 1998 (DATE OF INCORPORATION) TO DECEMBER 31, 2000
----------------------------------------------------------------------------------------------------------------------

                                                                               DEFICIT
                                              COMMON STOCK                   ACCUMULATED
                                          -------------------   ADDITIONAL   DURING THE          TOTAL
                                            NUMBER       PAR     PAID-IN     DEVELOPMENT     STOCKHOLDERS'     PRICE
                                 DATE     OF SHARES     VALUE    CAPITAL        STAGE            EQUITY      PER SHARE
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>          <C>       <C>        <C>               <C>             <C>
Issuance of common stock
 upon distribution from United
 Network Technologies, Inc.     9/29/98   2,230,000    $2,230    $390,810       --             $ 393,040      $.176

Net loss                                     --         --          --      $  (74,358)          (74,358)       --
----------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1998              2,230,000     2,230     390,810      (74,358)          318,682        --

Issuance of common stock        4/07/99   1,100,000     1,100      98,900       --               100,000       .091

Negative equity of
 deconsolidated subsidiary                   --         --         43,093       --                43,093         --

Net loss                                     --         --           --       (217,045)         (217,045)        --
----------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1999              3,330,000     3,330     532,803     (291,403)          244,730         --

Issuance of warrant in connection
 with long-term debt                        --         --          20,000       --                20,000         --

Net loss                                    --         --          --         (249,625)         (249,625)        --

----------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000              3,330,000    $3,330    $552,803    $(541,028)         $ 15,105         --
======================================================================================================================

</TABLE>


                                               See Notes to Financial Statements

                                                                            F-4




<PAGE>

<TABLE>
<CAPTION>


                                                                               UNITED NETWORK MARKETING SERVICES, INC.
                                                                                         (A DEVELOPMENT STAGE COMPANY)

                                                                                               STATEMENT OF CASH FLOWS
======================================================================================================================
                                                                                                          PERIOD FROM
                                                                                                        SEPTEMBER 15,
                                                                                                        1998 (DATE OF
                                                                YEAR ENDED          YEAR ENDED      INCORPORATION) TO
                                                               DECEMBER 31,        DECEMBER 31,           DECEMBER 31,
                                                                      1999                2000                   2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>                   <C>
Cash flows from operating activities:
  Net loss                                                        $(217,045)          $(249,625)            $(541,028)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation                                                      3,195               2,384                 6,883
    Amortization of debt discount                                      --                 1,111                 1,111
    Impairment loss on investment                                    29,999                --                  29,999
    Uncollectible note receivable                                    30,000                --                  30,000
    Equity in loss on investments                                    16,934             116,182               133,116
    Changes in operating assets and liabilities:
      Decrease in other current assets                                2,159               2,017                 1,051
      Increase (decrease) in accounts payable and
       accrued expenses                                              (4,073)             20,163                 6,089
----------------------------------------------------------------------------------------------------------------------
          NET CASH USED IN OPERATING ACTIVITIES                    (138,831)           (107,768)             (332,779)
----------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Increase in note receivable                                        (8,000)               --                  (8,000)
  Purchase of investments                                          (197,000)               --                (197,000)
----------------------------------------------------------------------------------------------------------------------
          CASH USED IN INVESTING ACTIVITIES                        (205,000)               --                (205,000)
----------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds from sale of common stock                                100,000                --                 100,000
  Negative equity of deconsolidated subsidiary                       43,093                --                  43,093
  Proceeds from long-term debt                                         --               100,000               100,000
  Cash received upon distribution from
   United Network Technologies, Inc.                                   --                  --                 395,273
----------------------------------------------------------------------------------------------------------------------
          CASH PROVIDED BY FINANCING ACTIVITIES                     143,093             100,000               638,366
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                                    (200,738)             (7,768)              100,587

Cash at beginning of period                                         309,093             108,355                 --
----------------------------------------------------------------------------------------------------------------------
Cash at end of period                                             $ 108,355           $ 100,587             $ 100,587
======================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the period for income taxes                    $  2,680            $   1,593             $   4,273
======================================================================================================================
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:

  Net liabilities over assets upon distribution from
   United Network Technologies, Inc.                              $    --             $    --               $   2,233
======================================================================================================================
  Warrant issued with long-term debt                              $    --             $  20,000             $  20,000
======================================================================================================================

</TABLE>


                                               See Notes to Financial Statements

                                                                            F-5



<PAGE>


                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================


1.    FORMATION OF BUSINESS,    United Network Marketing Services, Inc. (a
      PRINCIPAL BUSINESS        development stage company) (the "Company" or
      ACTIVITY AND SUMMARY OF   "UNMS") was formed on September 15, 1998 under
      SIGNIFICANT ACCOUNTING    the laws of the state of Delaware. The Company
      POLICIES:                 has been in the development stage since its
                                inception.

                                Pursuant to the terms of a merger agreement
                                between United Network Technologies, Inc.
                                ("UNTI") and Pan-Agra International Corporation,
                                UNTI incorporated and established UNMS as a
                                wholly owned subsidiary of UNTI. Prior to the
                                effective date of the merger, UNTI declared a
                                dividend of all of the shares of UNMS to the
                                premerger shareholders. In addition, on
                                September 28, 1998, certain assets of UNTI,
                                mainly cash of approximately $395,000 and
                                miscellaneous other assets, including all of the
                                outstanding shares of TrueYou.com Inc. ("TY"),
                                were distributed to the Company. After the
                                distribution, TY became a wholly owned
                                subsidiary of UNMS. On April 9, 1999, UNMS
                                declared a dividend of all of its shares of TY
                                and distributed the shares to its shareholders.

                                From September 29, 1998 through April 9, 1999,
                                TY was a wholly owned subsidiary of the Company
                                and, accordingly, the Company consolidated the
                                accounts of TY for the period from September 29,
                                1998 through December 31, 1998 and for the three
                                months ended March 31, 1999.

                                For the period ended December 31, 1998, losses
                                amounting to $27,355 were included in the
                                statement of operations. Losses amounting to
                                $15,738 for the three months ended March 31,
                                1999 are included in the statement of operations
                                for the year ended December 31, 1999. The
                                Company ceased consolidating the accounts of TY
                                on April 9, 1999, effective as of March 31,
                                1999. The excess of liabilities over assets
                                (negative equity) was reported as a contribution
                                to additional paid-in capital effective April 9,
                                1999.

                                All intercompany accounts and transactions have
                                been eliminated in consolidation.

                                Depreciation of property and equipment is
                                provided for by the straight-line method over
                                the estimated useful lives of the assets.

                                The Company maintains cash in bank deposit
                                accounts which, at times, may exceed federally
                                insured limits. The Company has not experienced
                                any losses on these accounts.

                                The preparation of financial statements in
                                conformity with generally accepted accounting
                                principles requires the use of estimates by
                                management. Actual results could differ from
                                these estimates.

                                Investments are accounted for either by the cost
                                method or the equity method of accounting. The
                                equity method of accounting is used for
                                investments where the Company has the ability to
                                exert significant influence but does not have
                                the ability to exercise control.

                                The Company accounts for impairment of
                                long-lived assets in accordance with Statement
                                of Financial Accounting Standards ("SFAS") No.
                                121, Accounting for the Impairment of Long-Lived
                                Assets and Long-Lived Assets to be Disposed Of.


                                                                             F-6

<PAGE>


                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                The Company periodically evaluates the
                                recoverability of its long-lived assets for any
                                possible impairment of value (see Note 3).

                                Basic earnings per share ("EPS") is computed as
                                net earnings divided 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-based compensation
                                including stock options, restricted stock
                                rewards, warrants and other convertible
                                securities. Potential common shares issuable as
                                disclosed in Notes 5 and 6 have not been
                                included in the computation of diluted EPS
                                since the effect would be antidilutive.

                                UNMS accounts for employee stock options in
                                accordance with Accounting Principles Board
                                ("APB") Opinion No. 25, Accounting for Stock
                                Issued to Employees. Under APB No. 25, the
                                Company applies the intrinsic value method of
                                accounting and therefore does not recognize
                                compensation expense for options granted,
                                because the Company's policy is to grant options
                                only at a price equal to the market price on the
                                day of grant. SFAS No. 123, Accounting for
                                Stock-based Compensation, prescribes the
                                recognition of compensation expense based on the
                                fair value of options as determined on the grant
                                date. However, SFAS No. 123 allows companies to
                                continue applying APB No. 25 if certain pro
                                forma disclosures are made assuming hypothetical
                                fair value method application.


2.    PROPERTY AND EQUIPMENT:   Property and equipment, at cost, consists of the
                                following:

                                                                     Estimated
                                            1999        2000        Useful Life
-------------------------------------------------------------------------------
        Computer equipment                $7,694      $7,694            5 years
        Furniture and fixtures             2,007       2,007            7 years
-------------------------------------------------------------------------------
                                           9,701       9,701
        Less accumulated depreciation      4,499       6,883
------------------------------------------------------------------------------
                                          $5,202      $2,818
==============================================================================


3.    INVESTMENTS:              The Company's investments consist of a minority
                                interest in TY, a 50% interest in Access: NewAge
                                Corp. ("ANA") and a 50% interest in My Health
                                Power ("MHP").

                                In July 1999, the Company purchased 100,000
                                shares of TY at a cost of $150,000. The Company
                                owned less than 3% of TY. However, since the
                                Company has the ability to exercise significant
                                influence over the management and operating
                                policies of TY through its majority stockholder
                                who also has a significant interest in TY, this
                                investment is being accounted for by the equity
                                method.


                                                                            F-7

<PAGE>



                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                At December 31, 1999, the investment in TY
                                consisted of an equity in underlying assets of
                                $23,522 and goodwill of $117,047. Goodwill is
                                being amortized by the straight-line method over
                                a period of three years. For the year ended
                                December 31, 1999, a loss of $9,431 was recorded
                                which represented equity in earnings of $13,979
                                and amortization of goodwill of $23,410.

                                At December 31, 2000, the investment in TY
                                consisted of an equity interest of $25,000. For
                                the year ended December 31, 2000, a loss of
                                $115,569 was recorded which represented
                                amortization of goodwill of $46,819 and an
                                impairment loss of $68,750.

                                Subsequent to December 31, 2000, the Company
                                sold its interest in TY for $25,000 to an
                                unrelated party. Accordingly, the Company
                                reflected its investment in TY at $25,000 (as
                                described above).

                                During 1999, the Company also purchased 50% of
                                ANA at a cost of $17,000. The Company's share of
                                the losses in ANA for 1999 and 2000 was $7,503
                                and $613, respectively.

                                During 1999, the Company also purchased 50% of
                                MHP at a cost of $30,000. In accordance with
                                SFAS No. 121, this investment was deemed
                                worthless at December 31, 1999 and was written
                                down to $1, resulting in a noncash charge to
                                operations of $29,999.

                                The following are condensed balance sheets and
                                statements of operations for TY and ANA, the
                                unconsolidated investees, at and for the years
                                ended December 31, 1999 and 2000:

<TABLE>
<CAPTION>

December 31,                              1999                         2000
----------------------------------------------------------------------------------------
Balance Sheets                      ANA            TY              ANA           TY
----------------------------------------------------------------------------------------
                                (unaudited)                    (unaudited)   (unaudited)
<S>                              <C>           <C>              <C>          <C>
Current Assets                   $  4,560      $  823,823       $  2,574     $   155,326
Property and Equipment, net                        11,633                         25,575
Other Assets                          100         401,126                        378,630
----------------------------------------------------------------------------------------
Total Assets                     $  4,660      $1,236,582       $  2,574     $   559,531
========================================================================================
Liabilities                      $ 24,714      $  182,213       $ 23,853     $   183,307
Stockholders' Equity
 (Deficiency)                     (20,054)      1,054,369        (21,279)        376,224
----------------------------------------------------------------------------------------
Total Liabilities and Stock-
  holders' Equity (Deficiency)   $  4,660      $1,236,582       $  2,574     $   559,531
========================================================================================

</TABLE>

                                                                            F-8


<PAGE>


                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

Statements of Operations

Revenue                   $ 28,712       $  16,576        $34,272   $    89,429
Expense                     51,222         745,466         35,497     1,372,873
--------------------------------------------------------------------------------
Net loss                  $(22,510)      $(728,890)       $(1,225)  $(1,283,444)
================================================================================


4.    NOTES RECEIVABLE:         The Company has a note receivable from ANA (see
                                Note 3) in the amount of $8,000. The note
                                becomes due on May 15, 2002 and bears interest
                                at the rate of 8% per annum, payable
                                semiannually.

                                The Company also had a note receivable from one
                                of its consultants in the amount of $30,000.
                                During 1999, this note was deemed uncollectible
                                and written off.

5.    LONG-TERM DEBT:           The Company has a note payable in the amount of
                                $100,000 payable to an entity related to its
                                majority stockholder. The note bears interest at
                                11% and is due May 31, 2002. The Company also
                                issued a warrant to purchase 1,000,000 shares of
                                the Company's common stock at $.10 per share in
                                connection with this note. The value assigned to
                                the warrant, amounting to 20,000, represents a
                                debt discount and is being amortized over the
                                term of the note.

6.    STOCK OPTION PLAN:        In 2000, the Company adopted an incentive stock
                                option plan (the "Plan") under which options to
                                purchase 500,000 shares of common stock may be
                                granted to certain key employees. The exercise
                                price will be based on the fair market value of
                                such shares as determined by the board of
                                directors at the date of the grant of such
                                options. On November 1, 2000, options to
                                purchase 250,000 shares of common stock at an
                                exercise price of $.10 per share were granted to
                                its president. Of the 250,000 shares, 70,000
                                shares vest on the date of grant and the balance
                                will vest 15,000 shares per month commencing
                                December 1, 2000.

                                The Company has elected to apply APB Opinion No.
                                25 and related interpretations in accounting for
                                its stock options and has adopted the
                                disclosure-only provision of SFAS No. 123. Had
                                the Company elected to recognize compensation
                                costs based on the fair value of the options
                                granted on the grant date as prescribed by SFAS
                                No. 123, the Company's net loss would have
                                increased by approximately $1,700 for the year
                                ended December 31, 2000.

                                The fair value of each option grant is estimated
                                on the date of grant using the Black-Scholes
                                option-pricing model with the following
                                weighted-average assumptions used for the year
                                ended December 31, 2000, expected volatility of
                                .0%; risk free interest rate of 5.8%; expected
                                option life of 5 years; and no expected
                                dividends.


                                                                            F-9

<PAGE>


                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================


7.    INCOME TAXES:             The Company has a net operating loss
                                carryforward of approximately $300,000 at
                                December 31, 2000 available to offset future
                                taxable income expiring at various dates through
                                the year 2020.

                                The Company recorded a deferred income tax asset
                                to reflect the effect of net operating loss
                                carryforwards and temporary differences
                                aggregating approximately $100,000. In
                                recognition of the uncertainty regarding the
                                ultimate amount of income tax benefits to be
                                derived, the Company has recorded a 100%
                                valuation allowance against this deferred income
                                tax asset at December 31, 2000.

8.    RELATED PARTY             During the years ended December 31, 1999 and
      TRANSACTIONS:             2000, the Company was charged consulting fees
                                amounting to approximately $35,000 and $55,000,
                                respectively, by an entity controlled by the
                                majority stockholder. At December 31, 1999 and
                                2000, the Company owed $-0- and $20,000,
                                respectively, which amounts are included in
                                accounts payable and accrued expenses.

                                The Company has an informal agreement with TY in
                                which the Company reimburses TY for
                                administrative expenses it has incurred on the
                                Company's behalf. For the year ended December
                                31, 2000, the Company paid TY approximately
                                $32,000.

9.    SUBSEQUENT EVENT:         In January 2001, an entity related to the
                                president of the Company loaned the Company
                                $25,000. The Company has issued a $25,000 note
                                payable, which bears interest at 11%, to this
                                entity and, in addition, has issued this entity
                                a warrant to purchase 250,000 shares of common
                                stock at an exercise price of $.10 per share,
                                exercisable for five years.


                                                                            F-10