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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     For fiscal year ended December 31, 2000

                        Commission File Number: 333-51628

                              iGOHEALTHY.COM, INC.
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             (Exact name of Registrant as specified in its Charter)

         Colorado                                            91-2079221
-------------------------------                          -------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                           Identification No.)


                       11693 San Vicente Blvd., Suite 310
                          Los Angeles, California 90049
                                 (253) 660-3085
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                         Common Stock, $0.001 Par Value
                                (Title of Class)

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Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained,  to the best of registrant's
knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB
[ ]

Revenues for the fiscal year ended December 31, 2001: None.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  on May 14,  2001 was  approximately  $204,863  based on our  initial
public  offering  price of $0.25  per  share.  As of May 14,  2001,  there  were
2,229,450  shares  outstanding.  The  registrant  does not have any  outstanding
non-voting equity.


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                                TABLE OF CONTENTS


PART I

         Item 1.      Description of Business..............................  3

         Item 2.      Description of Property.............................. 12

         Item 3.      Legal Proceedings.................................... 12

         Item 4.      Submission of Matters to a Vote of Security Holders.. 12

PART II

         Item 5.      Market for Registrant's Common Equity
                      and Related Shareholder Matters...................... 13

         Item 6.      Management's Discussion and Analysis or Plan
                      of Operation......................................... 13

         Item 7.      Financial Statements................................. 15

         Item 8.      Changes In and Disagreements with Accountants
                      on Accounting and Financial Disclosure .............. 15

PART III

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

         Item 10.     Executive Compensation............................... 17

         Item 11.     Security Ownership of Certain Beneficial
                      Owners and Management................................ 17

         Item 12.     Certain Relationships and Related Transactions....... 17

         Item 13.     Exhibits and Reports on Form 8-K..................... 18


                                       10
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                                  PART I


Item 1.Description of Business

General

         iGoHealthy.com,  Inc. is a development  stage company in the process of
establishing  an  Internet-based  shopping  mall for  health-related  retailers.
Through our shopping  mall, web users that register for free as our members will
be able to make  purchases of  health-related  merchandise  and services  from a
carefully selected group of quality retailers.  To date, we have no members, and
no operating revenues.

          We are  developing  an  Internet-based  shopping  mall  through  which
consumers  will be able to make  purchases  from a carefully  selected  group of
quality retailers that offer health-related products and services most in demand
among online shoppers.  We will offer discounts on merchandise purchased through
our web site from our  affiliated  retailers to those who register as members of
our shopping program. Accumulated discounts, or HealthyBucks, will be redeemable
at the option of each  member of our  shopping  mall for  rewards of cash,  gift
certificates,  or charitable  donations.  Our web site and related  software are
being designed to feature ease of use,  privacy and security.  In developing our
shopping mall, we intend to capitalize on the  extraordinary  growth in consumer
shopping online that is currently taking place and is projected to continue over
the next several years.

         For the fiscal year ended  December 31, 2000,  we recorded an operating
loss of $(34,247),  or $(0.02) per share.  This lack of profitability is largely
attributable to general and administrative  expenses  associated with a start up
venture.  We did not  generate any  revenues  during this  period.  We expect to
continue to operate at a loss through fiscal 2001.

Internet Retail Channels

Retailers

         In order to meet this growing demand,  both the number of retailers and
the  variety of goods and  services  they offer  have grown  substantially.  The
primary types of online retailers may be referred to as direct retailers. Direct
retailers are companies that sell  merchandise from their own web sites directly
to consumers.  These retailers  include  companies with established brand names,
such as MotherNature.com and  VitaminShoppe.com,  and new entrants,  whose brand
names  have yet to be  established.  Direct  retailers  include  those that sell
merchandise  or services  only on the  Internet,  such as  More.com,  as well as
retailers that sell online and offline, such as CVS.com.

Aggregators

         Aggregators,  such as iGoHealthy,  do not sell merchandise  directly to
consumers.  Instead, aggregators provide consumers access to a network of direct
retailers.  Aggregators  offer  access to their  network  through  their own web
sites. These web sites are linked  electronically to the web sites of the direct
retailers in an aggregator's network. Aggregators do not carry inventory or take
orders from their members.  Instead,  their members place orders with the direct
retailers  participating in the network,  and it is the participating  retailers
that carry inventory, process purchase orders and ship goods to the aggregators'
members.

         The primary types of aggregators include:

         1)   Internet Malls - which offer access to direct  retailers,  but may
              lack a recognized brand name of their own.  Internet malls include
              ShopNow.com and Shops.com, which is maintained by Mall.com, Inc.;

         2)   Portals  -  which  are  Internet  companies  that  typically  have
              powerful  brand names and  exceptionally  large  numbers of online
              customers. Portals include such well-known web sites as America On
              Line, Yahoo! and Microsoft  Network.  Because of the sheer size of
              each  portal's user base,  portals are  typically  able to command
              multi-year  tenancy  fees from  retailers.  Tenancy  fees are fees
              payable by online retailers to owners of other web sites,  such as
              portals and Internet  malls,  that  electronically  link their web
              sites to that of the retailer.  These fees are payable  whether or
              not any sales are  generated as a result of the linking of the web
              sites;

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         3)   Affiliate  Malls - such as  iGoHealthy,  which are Internet  malls
              that set up revenue sharing arrangements with each direct retailer
              participating in their online shopping malls. Some affiliate malls
              offer rewards to consumers for  purchases  made or for  completing
              surveys. Affiliate malls, like Internet malls, may lack recognized
              brand names or offer a limited variety of merchandise. Examples of
              affiliate malls are MyPoints.com and ClickRewards; and

         4)   Charity Malls- which are affiliate malls that pass on a portion of
              their commission revenues to charities.

The Online Shopping Mall Market Opportunity - Health Products

         Health  products are ideally suited for  e-commerce,  and consumers can
enjoy numerous  benefits by purchasing  these products over the Internet.  Those
particular attributes of health products and the health product market that make
the Internet an ideal mechanism for their purchase include:

         o    Wide Variety of Products for a Wide Variety of Health  Needs.  Due
              to shelf space  limitations,  traditional health product retailers
              typically  carry  only a small  fraction  of  these  products.  In
              contrast,   online   retailers   do  not  face  these  same  space
              limitations.  The  addition of new products to an online store and
              to the online retailer's  distribution network is much less costly
              than  it is for  traditional  brick  and  mortar  retailers.  As a
              result,  consumers  are more likely to find the products they need
              in stock at an online store.

         o    Recurring Product  Purchases.  Many health products are consumable
              necessities that require frequent repurchase by customers.  Online
              health product  retailers can use technology to track a customer's
              frequent  and  recurring  purchases  of  consumable  items and can
              customize  product  offerings  to support  the  repeat  purchasing
              habits of customers.

         o    Rapidly  Changing  Product  Requirements.  Health product needs of
              consumers may vary for many reasons and can fluctuate by season or
              geography. Health product manufacturers continuously seek new ways
              to gain an advantage  over their  competitors to meet these needs.
              Traditional   brick  and  mortar  health  product   retailers  are
              typically  less able to change the format of their  stores to meet
              changes in supply and demand,  and due to  geographic  limitations
              they cannot easily span large geographic  areas. The limited space
              available  in  a   traditional   brick  and  mortar  retail  store
              constrains merchandising flexibility.

         o    Information  Intensive Nature of Health Products.  Health products
              generally  are  information  intensive,   as  the  government  and
              consumers  require  a great  deal of  information  regarding  each
              product's  use,  potential  side effects and  ingredients.  Online
              health  product  retailers  have the ability to provide  consumers
              with  a  trusted  source  for  healthcare   information   and  can
              personalize this information to each customer's  unique interests.
              In addition,  online health  product  retailers'  sales staffs can
              more easily  communicate  with a larger number of customers  using
              the Internet.

         o    Consumer Privacy  Requirements.  Many health product purchases can
              make  a  customer  uncomfortable  because  they  can  reveal  very
              personal  information  about  the  purchaser.   Customers  may  be
              unwilling  to  ask  store  employees   questions  regarding  these
              products to avoid  embarrassment.  As a result,  the  customer may
              purchase the  incorrect  product or avoid  purchasing  the product
              altogether.  The Internet  allows web users to shop  privately for
              personal  products and ask questions about these products  without
              embarrassment.

         While some online retailers offer health products, we believe that none
has fully met the broad  needs of  consumers.  In  particular,  we believe  that
consumers are seeking a centralized, trusted online location where they can find
a variety of quality health product  retailers,  including those which sell hard
to find or  specialized  health  products.  We believe  consumers  want a health
"super-mall"  that  provides  a  shopping  environment  that  is  electronically
personalized  to their unique health product needs and that  encourages  them to
make repeated  visits and enables them to quickly make recurring  health product
purchases.

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BUSINESS STRATEGY

         Our  objective is to build a leading  online  shopping  mall  featuring
health-related goods and services of quality retailers. We plan to implement our
strategy  by  first  introducing  our  prototype  web  site,   followed  by  the
development  and  implementation  of our commercial web site.  Since December 1,
2000,   we  have  been   demonstrating   a   prototype   web  site   located  at
http://www.iGoHealthy.com  which contains  representative  affiliate  retailers,
none of which have agreements with us nor paid us any  commissions,  in order to
present the concept of our anticipated online shopping mall. Thus far, visits to
our prototype web site have been limited to potential  affiliate  retailers.  We
have only  commenced  limited  marketing  efforts to promote our web site to the
general public. We will continually  evaluate other business  opportunities that
may be available  to us,  whether in the form of assets  acquisitions,  business
combinations, or diversifying into new lines of business.

We intend to achieve our goal by:

1)   Offering Merchandise and Services of Leading Health-Related  Retailers.  We
     intend  to offer  the goods and  services  of a  leading  retailer  in each
     category of health-related  products most in demand by online shoppers.  By
     leading  retailers,  we mean  retailers  with  well-respected  brand names.
     Initially,  such  retailers  will  participate  in our online mall  through
     affiliate  relationships.   Based  on  preliminary  discussions  with  many
     retailers,  we believe that we can secure sufficient  participation by them
     to effect our  business  strategy.  To date,  we have no written  affiliate
     agreements with any of these retailers.

2)   Offering Health and Fitness Products Most In Demand. We intend to affiliate
     with retailers  offering the types of health-related  merchandise which are
     most commonly purchased online and known as core products.  Currently, core
     products include vitamin and mineral supplements, over-the-counter medicine
     products, health and beauty aids, cosmetics, and diet and fitness supplies.

3)   Breadth and Depth in Product  Offerings.  In addition to core products,  we
     intend to affiliate with  retailers  offering as many types of products and
     as great a variety within each product category as possible.

4)   Offering  Substantial  Rewards Program to Members. We believe that in order
     to be successful,  our online mall must offer  substantial  benefits to the
     online  consumer as compared  to the  benefits of buying  online from other
     aggregators  or direct  retailers.  In order to achieve  this, we intend to
     offer the following benefits:

              a.  Rewards/Discounts.  Under our rewards  program,  we will offer
                  discounts  directly  to  consumers  on  most  items  available
                  through  our  shopping  mall.  Initially,  we  expect to offer
                  discounts between 3% and 15% on most purchases made through us
                  from  affiliated  retailers,  depending  upon the  commissions
                  offered to us by our  affiliated  retailers.  With  respect to
                  retailers that pay comparatively low commission rates but sell
                  core  products,  we may pass along to the  consumer a discount
                  equal to the full  amount of the  commission  we  receive.  We
                  believe that our discount percentage will be competitive.

              b.  Member  Accounts  &  Redemption  Options.  Under  our  rewards
                  program,  each member  will have an  iGoHealthy  account,  and
                  discounts  earned  by  that  member  will be  credited  to the
                  member's  account in the form of  HealthyBucks.  Members  will
                  have the option of redeeming their  HealthyBucks in cash, gift
                  certificates, or charitable donations.

5)   Continually  Investing in Web Site  Infrastructure.  We intend to invest in
     our web site  infrastructure  on a continuing basis as needed for upgrades,
     incorporating new features,  and keeping pace with developments in Internet
     technology.   Over  the  next   twelve   months  we   anticipate   spending
     approximately $50,000 in development, upgrades and new features.

6)   Providing  Functional  Web  Site  Navigation.  We  strive  to  improve  our
     customers'  shopping  experience  by designing  our web site  navigation to
     guide the  customers  to easily and quickly  find the  products or services
     among the broad  selection of retailers  in our shopping  mall.  We plan to
     have the following inter-related  navigation tools and information features
     on our web site:

              a.  Shopping  Lists - a tool that enables  customers to retrieve a
                  list, or multiple lists,  of their previous  purchases made at
                  respective retailers. Customers can personalize their shopping
                  lists,  and  respective  retailers,   by  editing  and  adding
                  products,  and they can re-visit specific retailers,  re-order
                  previously  purchased items, or add a particular item to their
                  shopping cart in a single click.

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<PAGE>

              b.  Shortcuts  -  a  list  of  the  most  popular  health  product
                  categories  that allows the customer to go  immediately to the
                  specific product page at the respective retailer's web site.

              c.  Search - a  shopping  friendly  tool,  with  links to  related
                  products,  topics  and  retailers  in our  shopping  mall,  as
                  opposed to a research tool.

              d.  My Wallet - the personal  shopping  information  of individual
                  customers  is securely  stored in My Wallet.  The  information
                  required to checkout at most retailers is an e-mail address, a
                  password,  a billing and  shipping  address and a valid credit
                  card number. All of this information is maintained in a secure
                  format and remains  available for a customer's  future access.
                  Customers  are given the option to indicate  the name by which
                  they  would  like to be  greeted  and their  desire to receive
                  occasional promotional information and health newsletters.

              e.  The Resource Corner - customers can use our Resource Corner to
                  access  information  that enables them to make a more informed
                  purchase  decision.  The  Resource  Corner  allows  members to
                  navigate  the  site  from  a  conditions  or  health  concerns
                  perspective, which is usually unavailable in traditional brick
                  and mortar stores. The Resource Corner contains:

                  o   Health  Kiosk  -  centers  that   organize   products  and
                      information  together  around  particular   conditions  or
                      demographics; and

                  o   Buying  Advisor - links to  category-based  articles  that
                      offer   brand-agnostic,   in-depth  consumer   information
                      regarding product ingredients, efficacy and use to support
                      purchase decisions.

              f.  Content  Services  - we plan to  offer a  variety  of  content
                  services  free to anyone  who visits  our  online  mall.  This
                  content  includes  alphabetical  listings  of various  medical
                  conditions,  herbs and vitamins with links to related products
                  offered by  participating  retailers on our web site.  We will
                  also offer a daily  newsletter  which contains  information on
                  special offerings at any of our retailers.

7)   Adopting  Features that Attract and Retain  Customers.  In order to promote
     shopping through  iGoHealthy,  we intend to incorporate certain features in
     our online  shopping  mall in  addition  to  offering  our  member  rewards
     program,  discounts,  retailer  promotions,  and  interesting  content  and
     resources.  In order to do so, we have included the following  requirements
     in the design specifications for our web site:

          a.   Ease of Use. The web site should be easy for consumers to use and
               understand.  We intend to  affiliate  only with  those  retailers
               whose web sites are also easy to use.

          b.   Quick Access Time.  Given that one of the main reasons  consumers
               shop  online is to save  time,  all  information  on our web site
               should be quickly accessible.

          c.   Frequent  Updates.  Our web site is to be updated  frequently  to
               provide  timely   information   concerning   members'   accounts,
               additional products and services offered,  newly added retailers,
               and special rewards.

          d.   Security  and  Privacy.  Information  provided  by  consumers  to
               iGoHealthy  should have a level of security from outsiders  which
               meets industry standards.  We will not make information  provided
               to us  by  consumers  available  to  third  parties  without  the
               consumers' prior authorization.

8)   Adopting Features that Attract and Retain Quality Retailers.  After careful
     consideration  of the needs of online  retailers,  we plan to  include  the
     following features in our online mall:

          a.   Exclusivity.  We  will  grant  each  participating  retailer  the
               opportunity to be promoted on an exclusive basis by us at our web
               site in the affiliate's main product category. Retailers offering
               competitive  products  will  not be  permitted  to  sell  through
               iGoHealthy or to purchase advertising space at our web site.

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<PAGE>

          b.   Size of  Customer  Base.  By using the  member  rewards  program,
               HealthyBucks,  and providing a quality online shopping experience
               to consumers,  we believe we will develop a substantial  customer
               base which will benefit participating retailers.

          c.   Discounts  Offered by Us, Not Retailers.  Retailers will not have
               to offer or keep track of rebates or  discounts,  as all  rewards
               will be offered and managed by  iGoHealthy.  Because we will keep
               track of discounts earned and provide all rewards, retailers will
               not appear to be undercutting  themselves by participating in our
               online mall.

          d.   Comparatively  Inexpensive  Advertising.  Tenancy fees, which are
               charged by portals and certain other web site owners, are payable
               by retailers  regardless  of the amount of business  generated by
               the tenancy.  In order to  participate in our online mall, on the
               other  hand,  retailers  need  only pay  commissions  on sales we
               generate for them.

Community

         We plan to build an active community  dedicated to educating  consumers
about healthy living and natural products. We will develop interactive tools for
the site in order to provide a  fulfilling  shopping  experience  and to build a
sense of community  among our members.  We will provide a news clipping  service
and several forums,  including forums on herbs, weight control, natural pet care
and women's  health  which  enable  consumers to ask and respond to each other's
questions.  Future plans include the introduction of additional forums,  medical
advice sessions hosted by members of a health advisory board, health quizzes and
customer testimonials.

Membership Accounts - Free Registration

         When a prospective customer visits our web site, www.iGoHealthy.com, we
anticipate the customer will find a clear, user friendly display identifying the
participating   retailers  along  with  instructions  for  completing  the  free
registration  form to become one of our  members.  Membership  in our program is
free and  without  obligation.  At the  time of  registration,  a user  name and
password  will be  established  for each member and an account will be opened in
the  member's  name.  To be  eligible  to receive  rewards,  each member will be
required to input his user name and password  when  visiting our web site.  This
information  will make it possible to track each member's  purchases,  discounts
accrued and rewards earned and claimed. After inputting his or her user name and
password, a member will be able to make purchases from participating  retailers,
check his account,  select rewards,  review his or her detailed account history,
and view all other information available at our web site.

         We  intend  to  make  available  to  members  an  array  of  additional
information at our web site. This information will include: a description of the
rules and  regulations of our member rewards  program;  member account  history;
instructions for redeeming  rewards;  any other  promotional  programs;  general
information about iGoHealthy; and descriptions of our participating retailers.

Shopping Through iGoHealthy

         Once a  consumer  registers  as a member  of  iGoHealthy,  we will keep
records of all transactions between the member and our participating  retailers.
Each time a member makes a purchase through iGoHealthy's web site, the following
information will be entered in the member's account:

          o    identity of purchasing member;

          o    date of purchase;

          o    dollar amount of purchase;

          o    retailer from whom purchased; and

          o    order/tracking number

         Member  accounts  will also  show the  dollar  amount of all  discounts
accrued.  This  dollar  amount  will be  reflected  in the  member's  account as
HealthyBucks.  The discount on any given purchase will equal a percentage of the
purchase price,  exclusive of taxes and shipping and handling  charges.  If, for
example, a member were to purchase an item for $100, and the applicable discount
were 5%, then the member's  account would reflect $5.00 in  HealthyBucks.  Since
the  amount  of  redeemable  HealthyBucks  cannot  be  reasonably  and  reliably
estimated  due to our  lack  of  historical  experience  with  our  HealthyBucks
program,  we will  recognize a liability  for the  maximum  potential  amount of
HealthyBucks.  As we become  aware of any  variation  between  our  HealthyBucks
obligation and our original estimate, we will make the appropriate adjustment to
the  balance  of the  HealthyBucks  obligation  in order to  match  the  revised
estimate.  If necessary,  we will then reduce  revenues on future sales based on
the revised HealthyBucks obligation rate as computed.

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         A member  will be entitled to redeem  HealthyBucks  after the  member's
account  reaches the minimum amount of $10 in  HealthyBucks,  which such minimum
amount will be subject to  adjustment,  upward or  downward,  by us from time to
time at our  discretion.  Each member will have the option to continue  accruing
HealthyBucks before redeeming them for rewards.  HealthyBucks will be redeemable
by each member, for any of the following rewards, at the member's option:  cash;
gift  certificates;  or  charitable  donations to be made in the member's  name.
HealthyBucks  will  be  redeemable  at  any  time  after  the  member's  accrued
HealthyBucks  have equaled or exceeded the specified minimum amount for a period
of at least 45 consecutive  days. Any member who chooses to use  HealthyBucks to
make a  charitable  donation  will be able to  select  from a list of  charities
participating  in our  rewards  program.  We are  not  now,  and  will  not  be,
affiliated with any of these charities. In contrast to charitable donations made
by certain  charity  malls,  each  charitable  donation  made under our  rewards
program will  constitute a charitable  donation made by the member,  rather than
iGoHealthy.  We will arrange for members to receive  documentation  required for
income tax purposes in electronic form.

         Based on our research,  we believe that our rewards program,  including
our discount  percentage,  is competitive with the rewards  available from other
online shopping  malls. It is our intention to monitor the discounts  offered by
our  competitors  on a continuing  basis so that we can, if  feasible,  keep our
discount rate at a competitive  level.  We intend to enhance our rewards program
as our customer base and revenues grow.

Tracking Member Information

         To ensure that all members  receive  the proper  discounts  on a timely
basis and that we receive the correct amount of  commissions  due to us from our
participating  retailers, we will need to receive certain information as to each
purchase made by a member through  iGoHealthy.  In some cases,  iGoHealthy  will
obtain  this  information  directly  from some of the  participating  retailers.
Instead of keeping track of such information themselves,  other online retailers
contract  with  third  party   service   providers  to  track  and  report  such
information.  In either case, the  information may not be available to us for up
to five days after a purchase is  completed.  A purchase is  completed  when the
member's credit card is charged or some other form of payment is accepted by the
retailer or the retailer confirms shipment of the merchandise. Because the speed
with which we will be able to credit our members with discounts will depend,  in
part, on the payment  policies of our affiliated  retailers,  we plan to display
the payment policies of our affiliated retailers on our web site.

         In order for us to receive all required  information  concerning member
purchases on a daily basis, the software developed for our web site must be able
to  communicate  with the web  sites of our  participating  retailers  and their
tracking services.  We do not expect to incur any costs of communicating  online
with  retailers or tracking  services  other than the  development  costs of the
related web site software.

         With  respect  to the  exchange  by a member of  merchandise  purchased
through our online shopping mall, we expect to pass along to the member the same
exchange  policy as the  relevant  affiliated  retailer  then has in effect with
respect to the merchandise in question.  Accordingly, we do not expect exchanges
of merchandise to have any effect on our reporting system,  the commissions paid
to us from our affiliated  retailers,  or the HealthyBucks earned by our members
in connection with the relevant purchases. With respect to a refund requested by
a member making a purchase  through our web site,  the member's  account will be
debited by an amount of  HealthyBucks  equal to the  HealthyBucks  earned on the
initial  purchase for which the refund is requested.  Redemption of HealthyBucks
for cash, gift certificates and charitable  donations will not be effected until
the relevant  member's accrued  HealthyBucks have exceeded the requisite minimum
amount for a period of at least 45 consecutive days.

                                       8
<PAGE>

SOURCES OF REVENUE

Commissions

         During the first stage of our operations,  our revenues will be derived
primarily from commissions paid by participating retailers.  Commissions will be
payable  to  us  only  if a  member  links  from  our  web  site  to  that  of a
participating  retailer and  completes a purchase  while at the  retailer's  web
site. We will earn and record revenue when a member makes a purchase through our
online shopping mall, and simultaneous with this  transaction,  we will record a
charge to income by  accruing  the  applicable  HealthyBucks  rebate owed to the
member.  If a member makes a purchase after going to a participating  retailer's
web site  directly,  without  having  been  linked to that web site from our web
site, we will not be entitled to receive a commission.

         Not all  online  retailers  have the same  commission  structure.  Some
retailers pay affiliates a single  commission rate on all sales generated by the
affiliate,  regardless of the total amount of such sales. Other online retailers
pay commissions on a sliding scale, with the rates increasing in accordance with
the dollar  amount of sales  generated by the affiliate  relationship.  With the
different  commission  structures in mind, we estimate that average  commissions
payable to iGoHealthy by its affiliated  retailers will initially be 7.5% of the
amount of  member  purchases,  excluding  sales tax and  shipping  and  handling
charges. Our estimates are based on our review of the commission rates currently
available from online  retailers,  the exclusive  opportunity we will provide to
each of our  affiliated  retailers  to be  promoted  by us in its  main  product
category,  and the average number and average dollar amount of purchases that we
expect each member to make from  affiliated  retailers.  Our income derived from
commissions will be net of the HealthyBucks to be credited by us to members.

Future Sources of Revenue

         1)   Tenancy/Placement Fees. Tenancy or placement fees are fees payable
              by online  retailers  to the  owners of other web  sites,  such as
              Internet shopping malls, that  electronically link their web sites
              to the web site of the retailer.  Whereas  commissions are payable
              by  online  retailers  only on sales  generated  by an  affiliate,
              tenancy fees are payable whether or not any sales are generated as
              a result of the  linking of the web sites.  Tenancy  fees are less
              common than  affiliate  commissions.  Only the web sites that have
              the  greatest  amount  of  Internet  traffic  are able to  command
              substantial  tenancy fees.  iGoHealthy  will not be able to charge
              tenancy  fees  unless  and  until we  establish  a large and loyal
              membership  base. We cannot assure you that we can accomplish this
              quickly, if at all, following commencement of our operations.

         2)   Advertising  Revenue.   Currently,  the  most  prevalent  form  of
              advertising  on the Internet is the use of banner ads.  Banner ads
              take the form of a small window dedicated to the advertiser at the
              web site of  another  party.  At the  window,  a message  or other
              advertisement  is  displayed  for  visitors  to the web  site.  In
              exchange for the right to place an  advertisement at the dedicated
              window,  the  advertiser  pays a fee to the web site  owner.  Fees
              payable  for  banner  ads  are  based  either  on  the  number  of
              impressions,  that is, the number of visitors to the web site that
              view the ad, or the  number of  visitors  that click on the banner
              ad, thus  connecting to another web site,  typically a web site of
              the advertiser. We do not expect to collect revenue for banner ads
              during the first  stage of our  operations,  as we will not have a
              large  enough  customer  base.  We may provide  free banner ads to
              online retailers that enter into affiliate  relationships  with us
              upon  commencement  of our  operations,  as a means  of  rewarding
              retailers that participate in our Internet  shopping mall from the
              outset.

         3)   Sales of  Compiled  Information.  We may in the future use for our
              own  purposes  or  sell  to  third  parties  compiled  information
              including in many instances personal information obtained from our
              members upon their  authorization.  If, however, a large number of
              our  members  instruct  us that we cannot  transfer  or sell their
              information  to third  parties,  our ability to generate  revenues
              from such sales will be significantly curtailed. Further, personal
              information  of users is  restricted  in many domestic and foreign
              jurisdictions,  including the European Union,  with which the U.S.
              government  is  currently  negotiating  a data  privacy  accord to
              permit information sharing across borders.

                                       9
<PAGE>

Prototype Web Site Software and Development

         On September 5, 2000, iGoHealthy.com,  Inc. entered into a Contract for
Services  Agreement with Mr.  Stephen Davis for the design and  development of a
prototype  web site to be  located  at  Internet  URL  www.iGoHealthy.com.  This
agreement  provides  for Mr.  Davis to design a  prototype  web site in order to
demonstrate the  "look-and-feel"  of the planned  commercial web site. Mr. Davis
has experience  providing  development and consulting services for web sites and
related software.

Our agreement  with Mr. Davis  requires him to develop a web site that will link
iGoHealthy's web site to the web sites of our affiliated  retailers,  be easy to
use, and quickly load on any commercially  available  Internet browser.  At this
time,  the  agreement  requires Mr.  Davis to deliver  only a simulation  of the
HealthyBucks member rewards program.

         We will be the sole  owner of the  prototype  web site  design  and all
related  graphic art, HTML code, and any other software  developed for us by Mr.
Davis.  We have agreed to  compensate  Mr.  Davis with $15,000 in cash and 5,000
shares of our common stock for the design and  development  of our prototype web
site.  Our  agreement  requires  that the  prototype web site design and related
software be completed and  operational no later than six months from the date of
our agreement, which is September 5, 2000.

Commercial Web Site Software and Development

         On  November  30,  2000 we  entered  into a Web  Site  Development  and
Services  Agreement with Fluidesign.  This agreement  provides for Fluidesign to
design  our  commercial  web  site  and  related   software,   including  system
architecture.  Fluidesign is a company that specializes in providing development
and consulting services for computer systems and related software. Fluidesign 's
professional  staff has substantial  experience in developing  computer  systems
using database technologies for businesses in a variety of industries, including
telecommunications,  legal, financial services and manufacturing. Fluidesign has
its principal  offices located in Santa Monica,  California.  Except pursuant to
the  relationship  described  herein,  we are not in any manner  affiliated with
Fluidesign.

         Our agreement with Fluidesign requires Fluidesign to develop a web site
that  will  link  iGoHealthy's  web  site to the  web  sites  of our  affiliated
retailers,  be easy for  members to use,  and quickly  load on any  commercially
available Internet browser. Under this agreement, "easy to use" encompasses ease
in:

          o    linking to iGoHealthy's affiliated retailers;

          o    accessing information about each of our affiliated retailers;

          o    accessing information summarizing our rewards program; and

          o    accessing  member  account   information,   including  purchasing
               history and redemption options.

         Our agreement  with  Fluidesign  also requires  Fluidesign to deliver a
software  system that  credits  HealthyBucks,  or  discounts,  to each  member's
account,  after  that  member  makes  a  purchase  from  any of  our  affiliated
retailers. For this to be accomplished,  our software design is required to have
the capacity to  incorporate  detailed  information  provided by our  affiliated
retailers or their tracking services.

         We will be the  sole  owner  of the web  site  design  and all  related
software  developed for us by Fluidesign.  Fluidesign has not yet commenced work
on the web site development.  We have agreed to compensate Fluidesign a total of
$36,753 for the design and development of our commercial web site,  toward which
no payments have been paid to date.

Intellectual Property Rights

         Under the terms of the  Contract for  Services  Agreement  with Stephen
Davis,  we will own the web site design and all related  graphic art, HTML code,
and any other software developed for us by Mr. Davis for our prototype web site.
Under the terms of the Fluidesign Agreement, we will own the web site design and
related software being developed by Fluidesign for our online shopping mall.


                                       10
<PAGE>

MARKETING

On March 1, 2001,  we retained Mr.  Kenneth  Glaser for the purpose of providing
marketing  and  advertising  services.  Having  founded  and  operated  his  own
advertising  agency  for  nearly ten years,  Mr.  Glaser  brings to the  Company
extensive  knowledge and network resources through his association with firms in
media purchasing,  sales promotions and public  relations.  Mr. Glaser will work
with us to assemble a comprehensive  marketing campaign which will include brand
development as well as establishing relationships with participating retailers.

         During  the   initial   phase  of  our   operations,   we  will  select
participating  retailers  based on a number of criteria.  The most  important of
these criteria are the value of the retailer's brand name, the quality and price
of  each  retailer's  merchandise,  the  commission  structure  offered  by each
retailer to prospective  affiliates,  and the quality of the retailer's web site
and policies  concerning  customer service,  merchandise returns and privacy and
security.

         We intend to attract online retailers on the basis of free advertising,
the  opportunity to be promoted by us exclusively in the retailer's main product
category,  and the fact that we will offer and manage all  discounts and rewards
to consumers.  At the same time, we will market our online  shopping  program to
prospective  members  through  the  quality of our web site,  the quality of our
rewards program, and special promotions.

         Once we have a substantial  number of members  generating a significant
amount of revenues to  participating  retailers,  we expect to retain our retail
affiliates  and attract new  affiliates  based on the size of our membership and
the  revenues our members  generate.  We expect to retain  existing  members and
attract new ones based on ease and  security of use of our online  services  and
rewards  program,  special  promotions,  and the  expanded  number  of  products
available for purchase from quality retailers.

COMPETITION

         Although  relatively new and rapidly  evolving,  retailing  through the
Internet is intensely competitive. Competition for members and purchasers is not
only intense, but expected to increase  significantly in the future. At the same
time, barriers to entry are low, if not insubstantial.  We will compete not only
with direct retailers, but with all types of aggregators as well.

         We believe that the principal competitive factors for companies seeking
to create online shopping malls utilizing affiliate relationships are:

          o    a large membership base;

          o    web site functionality;

          o    brand recognition for the mall and its affiliated retailers;

          o    member loyalty; and

          o    open access for visitors.

         We will  compete for  customers  and members not only with other online
shopping  malls,  but also with  portals  and, to some  extent,  our  affiliated
retailers.  We may also face  competition  in the future  from Web  directories,
search  engines,  content  sites,  commercial  online service  providers,  sites
maintained by Internet service providers,  traditional media companies and other
entities that attempt to or establish  online shopping malls by developing their
own communities or acquiring malls of a competitor.  Additionally,  we expect to
compete with traditional brick and mortar retailers of  health-related  products
and services as they provide an alternative source of products which may detract
from purchases made online through our web site.

         In contrast  to  iGoHealthy,  our  competitors  have  longer  operating
histories in the Internet marketplace, greater name recognition, larger customer
bases and significantly  greater  financial,  technical and marketing  resources
than we do. Our  competitors  are able to  undertake  more  extensive  marketing
campaigns  for their  brands and  services  and make more  attractive  offers to
potential employees, affiliated retailers, and third-party content providers. We
cannot  assure  you that we will be able to  compete  successfully  against  our
competitors either upon commencement of our operations or thereafter or that our
competition will not have a material  adverse effect on our business  prospects,
results of operations and financial condition.

                                       11
<PAGE>

Government Regulation

         We are not currently  subject to direct  regulation  by any  government
agency,  other than regulations  applicable to businesses  generally or directly
applicable to electronic  commerce.  Although there are few laws and regulations
at the present  time  applicable  to commerce on the  Internet,  as the Internet
becomes  increasingly  popular,  it is  possible  that  a  number  of  laws  and
regulations  may be  adopted  with  respect  to the  Internet.  These  laws  and
regulations,  if  adopted,  may cover  issues such as user  privacy,  freedom of
expression,  pricing,  content and quality of products and  services,  taxation,
advertising, intellectual property rights and security of information. Continued
growth of electronic  commerce may also prompt calls for more stringent consumer
protection laws.  Several states have proposed  legislation to limit the uses of
personal  user  information  gathered  online  or  require  online  services  to
establish  privacy  policies.  While  the  Federal  Trade  Commission  has  also
initiated  action  against at least one online  service  regarding the manner in
which  personal  information  is  collected  from  users and  provided  to third
parties,  we have  adopted  a  policy  against  providing  personal  information
regarding our members to third parties without members' prior authorization. The
adoption of such consumer  protection laws could create  uncertainty in Internet
usage and reduce the use of our online shopping program.

         The  feature  of our  rewards  program  that  allows  members  to apply
discounts  accrued in their  accounts to charitable  donations may subject us to
the laws and  regulations  of  several  states  governing  the  solicitation  of
charitable  contributions.  We do not believe that compliance with such laws and
regulations will have a material,  adverse effect upon our business or financial
results.

Employees

         We are a  development  stage  company and  currently  have no full-time
employees.  Messrs.  Tannous and Glaser are both employed on a part-time  basis,
each devoting only such time to the affairs of iGoHealthy as deemed appropriate,
which is currently  estimated  to be  approximately  5 hours per week.  However,
within the next six months,  Messrs.  Tannous and Glaser  expect to increase the
amount of time devoted to the affairs of the Company to  approximately  15 hours
per week. To date, we have not compensated them for their services.

         We plan to use  independent  consultants  and  attorneys,  rather  than
in-house counsel, to prepare the reports necessary to keep iGoHealthy current in
its Exchange Act  reporting.  We further  plan to use  independent  accountants,
rather than hire an in-house accountant, to prepare its financial statements for
inclusion  in its  Exchange  Act  reports,  as  well  as for  dealing  with  all
accounting  matters.  Our criteria for choosing  such  independent  consultants,
attorneys,  and accountants will include the following  guidelines:  they should
have at  least  five  years  of  experience  in  consulting,  law  practice,  or
accounting,  respectively, and should have previous experience preparing reports
and financial  statements for small public  companies.  We currently  anticipate
that such outside  advisors  will be hired for  approximately  one year,  though
extensions  may be necessary if  iGoHealthy's  operations  cannot justify hiring
full-time,  in-house staff for these functions.  We may hire marketing employees
based on the projected size of the market and expect to base the compensation on
what is necessary to hire and retain qualified sales employees.

Item 2.Description of Property

         We currently  utilize office space in the house of Mr. Glaser for which
iGoHealthy  did not pay any rent during the fiscal year ended  December 31, 2000
and through the first fiscal quarter ended March 31, 2001.  However, as of April
1, 2001,  iGoHealthy began paying rent to Mr. Glaser in the amount of $1,000 per
month for use of this office  space.  Our  mailing  address is 11693 San Vicente
Blvd., Suite 310, Los Angeles, CA 90049 and our phone number is (253) 660-3085.

Item 3.Legal Proceedings

         None.

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

         None.


                                       12
<PAGE>

                                     PART II


ITEM 5.MARKET   FOR   REGISTRANTS   COMMON   EQUITY  AND   RELATED   SHAREHOLDER
       MATTERS

         No established  public trading  market exists for  iGoHealthy's  common
stock.  We have no common  stock  subject  to  outstanding  purchase  options or
warrants.  We have no securities  convertible into common stock.  Except for the
shares issued during our initial public offering,  there is no common stock that
is being, or has been publicly proposed to be, publicly  offered.  As of May 14,
2001, there were 2,229,450 shares of common stock  outstanding,  held by seventy
two shareholders of record.

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

         The following  discussion  and analysis of our financial  condition and
results  of  operations  should  be  read  in  conjunction  with  the  financial
statements and accompanying notes and the other financial  information appearing
elsewhere  in this  Annual  Report on Form  10-KSB.  The  financial  information
presented  is for the period June 13, 1996  (inception)  to our fiscal year end,
December 31, 2000.

Overview

         We are a development  stage company,  which is  establishing an online,
incentive-based shopping mall of health-related retailers.  Consumers who become
our  members  will be able to access our  shopping  mall  through  our web site,
www.iGoHealthy.com.  Our online shopping mall will offer our members free access
to a broad range of retailers  offering quality  health-related  merchandise and
services.  Members will be able to earn discounts in the form of HealthyBucks on
most purchases they make through our online  shopping  program.  Our web site is
not yet operational.

         We began to execute on the current  business plan on August 1, 2000 and
recorded a name change on October 16, 2000, but we have not yet begun  operating
our shopping mall. We anticipate  spending  twelve months to fully implement our
business plan as contemplated. Since the inception of our current business plan,
we have been  engaged  primarily  in planning  our  operations,  establishing  a
prototype web site,  negotiating  agreements with prospective  retail affiliates
and capital raising activities.  We have no members or operating revenue to date
and do not expect to be able to generate revenue until the commercial  launch of
our web site.

         We will earn and record revenue when a member makes a purchase  through
our online shopping mall, and simultaneous with this transaction, we will record
a charge to income by accruing the  applicable  HealthyBucks  rebate owed to the
member.  During the next twelve months, we expect to take the following steps in
connection  with the development of our business and the  implementation  of our
plan of operations:

     o    complete  technical  development of our web site and the design of the
          web site user interface;

     o    develop and maintain relationships with affiliated retailers;

     o    add any additional functionality to our web site that may be warranted
          in order to remain competitive;

     o    generate  traffic to our web site through  marketing  and  promotional
          activities;

     o    hire  and  train   additional   staff,   including   marketing  staff,
          administrative personnel and technical developers; and

     o    identify new facilities for our business, if necessary.

         We have a limited operating history on which you can base an evaluation
of our business and prospects.  Our prospects must be considered in light of the
risks,  expenses and difficulties  frequently  encountered by companies in their
early stage of development,  particularly  companies in new and rapidly evolving
markets such as private equity markets.  iGoHealthy will encounter various risks
in implementing and executing its business  strategy.  We cannot assure you that
we will be successful in addressing  such risks,  and the failure to do so could
have a material adverse effect on our business,  prospects,  financial condition
and results of operations.

                                       13
<PAGE>

Results of Operations

         For the fiscal year ended  December 31, 2000,  we recorded an operating
loss of $(34,247).  This operating loss is largely  attributable  to general and
administrative  expenses associated with a start up venture. We did not generate
any operating  revenues  during this period.  Net loss per share of common stock
was approximately $(0.02) for the fiscal year ended December 31, 2000. We expect
to continue to operate at a loss through fiscal 2001.  Further,  there can be no
assurance  that we will ever achieve  profitability  or that a stream of revenue
can be generated and sustained in the future.

Capital Resources and Liquidity

         At December 31, 2000, we had current  assets of $5,311 and total assets
of  $34,882.  These  assets  consist  of  cash on hand  of  $5,311,  $5,461  for
furniture, fixtures and equipment and $25,625 for work-in-process related to the
web site  design  and  development.  Accumulated  depreciation  on these  assets
amounted  to $1,515.  Net  stockholders'  equity in  iGoHealthy  was  $21,881 at
December 31, 2000. We remain in the development stage and, since inception, have
experienced  no   significant   change  in  liquidity,   capital   resources  or
shareholders' equity.

         Cash flow  provided  from the  issuance of common stock was $37,500 for
the period ended December 31, 2000. We received an aggregate total of $37,500 on
October 27, 2000 from five accredited  investors in connection with closing on a
private placement of securities  exempt from  registration  under Rule 506 under
Regulation D of the Securities  Act, as amended.  The proceeds from this private
placement  offering  were used to pay for the  prototype  web site  development,
purchase  of a computer  and office  equipment,  and working  capital  purposes,
including general and administrative expenses.

         On January 26, 2001,  iGoHealthy secured a loan in the amount of $5,000
from Mr.  Harbinder  Singh Branch,  a shareholder  of  iGoHealthy,  and issued a
promissory  note in the same amount at an interest  rate of six (6%) percent and
maturity  date of July 26,  2001.  Proceeds  from  this  loan were used to pay a
portion  of the legal  expenses  related  to our  initial  public  offering.  On
February 26, 2001,  we entered into an agreement  with the same  shareholder  to
convert the loan into 20,000 registered shares of the iGoHealthy's  common stock
and waive any interest earned thereon.

         On February 16, 2001, we became effective on a registration  statement,
previously  filed  on  December  11,  2000  with  the  Securities  and  Exchange
Commission to sell 1,000,000 shares of our common stock. Under this offering, we
have raised $129,863 by selling a total of 519,450 shares of our common stock to
sixty-seven shareholders,  of which 20,000 shares were issued in connection with
the conversion of the entire principal amount of the aforementioned $5,000 loan.

Cash Requirements and Additional Funding

         As of  May  14,  2001,  our  principal  commitments  consisted  of  our
agreement with Stephen Davis, our prototype web site designer;  Fluidesign,  our
commercial web site design and development company; Mr. Kenneth Glaser, who will
provide the Company with marketing, advertising and related consulting services;
and Ms. Courtney Mizel,  who will provide the Company with business  development
and related consulting  services.  Although we have no material  commitments for
capital  expenditures,  we  anticipate  a  substantial  increase  in our capital
expenditures  consistent with anticipated  growth in operations,  infrastructure
and personnel.  Additionally,  we will continue to evaluate  expanding our sales
and marketing  programs.  Our capital  requirements will depend on many factors,
including:

     o    the rate of market acceptance of our online shopping program;
     o    the  amount of  expenditures  that will be needed  for  marketing  and
          promoting our shopping program and our brand name;
     o    the costs required to maintain and upgrade our technology; and
     o    potential changes in economic, regulatory or competitive conditions of
          our planned business.

         However,  there is no assurance  that the Company will be successful in
any such effort.

         Our current cash forecasts for  iGoHealthy  indicate that there will be
negative cash flow from operations for the foreseeable  future.  We believe that
cash on hand will be  insufficient  to meet our  anticipated  needs for  working
capital,  capital  expenditures  and  business  development  for the next twelve
months. We expect to utilize cash at an average rate of approximately $4,500 per
month, or $54,000 for the next twelve months and may need additional  financing.
If we are unable to raise additional funds, we may be forced to curtail or cease
our operations.  Even if we are able to continue our operations,  the failure to
obtain  financing  could have a substantial  adverse  effect on our business and
financial  results,  and we may  need to delay  full  deployment  of our  online
shopping program.  Although we have historically  relied upon financing provided
by our officers and directors to supplement our operations, they are not legally
obligated to provide  iGoHealthy with any additional  funding in the future.  We
currently do not maintain any lines of credit nor do we have any  agreements for
additional sources of financing.

                                       14
<PAGE>

         In the future, we may be required to seek additional capital by selling
debt or equity securities,  curtailing operations,  selling assets, or otherwise
be required to bring cash flows in balance  when it  approaches  a condition  of
cash insufficiency.  The sale of additional equity securities,  if accomplished,
may result in dilution to our shareholders.  We cannot assure you, however, that
financing will be available in amounts or on terms acceptable to us, or at all.

                           FORWARD-LOOKING STATEMENTS

         Some of the  statements  under  "Risk  Factors,"  "Plan of  Operation,"
"Business,"  and  elsewhere  in this annual  report  constitute  forward-looking
statements. These statements involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry's results,  levels of activity,
performance,  or  achievements  to be  significantly  different  from any future
results, levels of activity,  performance,  or achievements expressed or implied
by such forward-looking statements.

         In  some  cases,  you  can  identify   forward-looking   statements  by
terminology  such as "may," "will,"  "should,"  "expects,"  "plans,"  "intends,"
"anticipates,"  "believes,"  "estimates," "predicts," "potential," or "continue"
or the negative of such terms or other comparable terminology.

         Although   we  believe   that  the   expectations   reflected   in  the
forward-looking  statements are reasonable,  we cannot guarantee future results,
events,  levels of  activity,  performance,  or  achievements.  We do not assume
responsibility  for  the  accuracy  and  completeness  of  the   forward-looking
statements.  We do not  intend to update any of the  forward-looking  statements
after the date of this annual report to conform them to actual results.

Item 7.Financial Statements

         Our audited financial  statements required by Item 310(a) of Regulation
S-B, together with the independent auditors' reports of Singer Lewak Greenbaum &
Goldstein, begin on page F-1 hereof.


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

         Since our inception, there have been no changes in accountants nor have
there been any disagreements with our current  accountants  regarding any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure.

                                       15
<PAGE>

                                    PART III

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

         The  following  table sets  forth the name,  age and  position  of each
director and executive  officer of iGoHealthy.  There are no other persons which
can be  classified  as a  promoter  or  controlling  person of  iGoHealthy.  The
officers and directors of iGoHealthy are as follows:

--------------------------------------------------------------------------------
         Name                       Age           Title
         Farid E. Tannous           34       Chief Executive Officer, President,
                                             Treasurer and Director
         Bill Glaser                34       Chief Operating Officer, Secretary
                                             and Director
--------------------------------------------------------------------------------

         Farid E.  Tannous has served as  President,  Chief  Executive  Officer,
Treasurer,  and a Director of  iGoHealthy  since its inception on June 13, 1996.
Currently,  he is  employed  at  DIRECTV,  Inc.  where he is involved in various
capacities including valuing,  structuring,  and executing strategic investments
and relationships with "new media" enterprises.  From December 1999 and prior to
joining DIRECTV, a wholly-owned  subsidiary of Hughes  Electronics  Corporation,
Mr.  Tannous was with the  corporate  treasury  organization  of Hughes where he
assisted in conducting  valuations and effectuating  financing  transactions for
the company's satellite and network  communication  units. From February 1996 to
May 1999,  Mr.  Tannous  served as  Treasurer  and Chief  Financial  Officer  of
Colorado Casino  Resorts,  Inc., a gaming and lodging concern with operations in
Colorado.  In addition  to  overseeing  the  company's  finance  and  accounting
operations,  he was accountable for all corporate  finance,  treasury,  and cash
management activities.  From June 1994 to February 1996, as Managing Director of
F.E. Tannous & Co. Investment Management Group, Mr. Tannous consulted to several
start-up  ventures  in  various  industries  including  food,  retail,  wireless
telecommunications,  and Internet-related  e-commerce.  During this time, he was
instrumental in developing  business  plans,  generating  pro-forma  financials,
advising on business  strategy  and capital  structure,  and  arranging  venture
financing through private placements and public offerings.  Mr. Tannous received
an MBA in finance and accounting from the University of Chicago  Graduate School
of  Business.  He also  holds a  Masters  and  Bachelors  degree  in  Electrical
Engineering from the University of Southern California.

        Bill  Glaser has served as Chief  Operating  Officer,  Secretary  and a
Director of  iGoHealthy  since  October  2000.  Mr.  Glaser is founder and Chief
Executive  Officer of HealthyUSA,  Inc., a start-up venture  established in July
1999 for the  purpose  of  operating  an online  resource  for  health-conscious
living.  From July 1994 to May 2000,  Mr. Glaser founded and served as the Chief
Executive   Officer  of  Zenterprise,   Inc.,  a  comprehensive   strategic  and
management-consulting   firm  which  focused  primarily  on  business  strategy,
marketing,  and  management  consulting  services  for both  public and  private
companies.  From  September  1991 to July  1994,  Mr.  Glaser  was a  registered
principal of a regional stock brokerage firm where he gained diverse  experience
in  finance,  management,   marketing,  sales,  and  public  company  relations.
Previously,  he was a registered  representative at Drexel, Burnham, Lambert and
Smith Barney.  Mr. Glaser holds a Bachelors degree in finance and economics from
the Ithaca College - School of Business.

        Directors are elected annually and hold office until the annual meeting
of the  shareholders  of iGoHealthy  and until their  successors are elected and
qualified.  Officers  will hold their  positions at the pleasure of the Board of
Directors,  absent any employment  agreement.  There are no family relationships
among iGoHealthy's officers and directors.  Officers and directors of iGoHealthy
may receive  compensation  as determined by iGoHealthy from time to time by vote
of the  Board  of  Directors.  Such  compensation  might be in the form of stock
options.  Directors may be reimbursed  by  iGoHealthy  for expenses  incurred in
attending meetings of the Board of Directors.

Board of Directors Committees

         The Board of Directors has not yet  established an audit committee or a
compensation  committee.  An audit  committee  typically  reviews,  acts on, and
reports  to the  Board  of  Directors  with  respect  to  various  auditing  and
accounting matters, including the recommendations and performance of independent
auditors,  the scope of the annual  audits,  fees to be paid to the  independent
auditors, and internal accounting and financial control policies and procedures.
Certain stock exchanges  currently  require  companies to adopt a formal written
charter that establishes an audit committee that specifies the scope of an audit
committees  responsibilities  and the  means  by  which  it  carries  out  those
responsibilities.  In order to be listed on any of these  exchanges,  we will be
required to establish an audit committee.

                                       16
<PAGE>

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

         The  Board  of  Directors  has  not  yet   established  a  compensation
committee.  Directors  currently  are not  reimbursed  for  out-of-pocket  costs
incurred in attending  meetings and no Director  receives any  compensation  for
services rendered as a Director. It is likely that we will adopt a provision for
compensating directors in the future.

Item 10.Executive Compensation

         No officer or director has received any remuneration  from us. Although
there is no current plan in existence,  it is possible that we will adopt a plan
to pay or accrue compensation to our officers and directors for services related
to the implementation of our business plan. We have no stock option, retirement,
incentive,  defined benefit,  actuarial,  pension or profit-sharing programs for
the  benefit  of  directors,  officers  or  other  employees,  but the  Board of
Directors may recommend  adoption of one or more such programs in the future. We
have no  employment  contract  or  compensatory  plan or  arrangement  with  any
executive officer of iGoHealthy. The directors currently do not receive any cash
compensation  for their services as members of the Board of Directors.  There is
no compensation committee, and no compensation policies have been adopted.

Item 11.Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information  concerning common stock ownership by
beneficial  owners of five  percent or more of our common  stock and each of our
officers and directors and our officers and directors as a group:
<TABLE>

                 Name and Address                        Amount of         Percent of
Title of Class   of Beneficial Owner(1)            Beneficial Ownership       Class
---------------  ----------------------            ---------------------   ----------
<S>              <C>                               <C>                     <C>

Common           Farid E. Tannous
$0.001 par value 11693 San Vicente Blvd, Suite 310          700,000          31.4%
                 Los Angeles, CA 90049

Common           Bill Glaser
$0.001 par value 11693 San Vicente Blvd, Suite 310          700,000          31.4%
                 Los Angeles, CA 90049

Common           All Officers and Directors               1,400,000          62.8%
$0.001 par value as a group (two persons)

Common           Total shares issued/outstanding          2,229,450        100.00%
</TABLE>


(1)  Each person has sole voting and investment power with respect to the shares
     shown.

Item 12. Certain Relationships and Related Transactions

     In June, 1996 Mr. Tannous and Mr. Glaser were each issued 700,000 shares of
our common stock in consideration for an aggregate amount of $1,400 cash.

     On September 5, 2000 we entered into a Contract for Services Agreement with
Mr.  Stephen  Davis.  Upon  execution of this  agreement,  Mr.  Glaser  advanced
iGoHealthy  $5,000 which was paid to Mr. Davis as a down payment.  On October 3,
2000, Mr. Glaser advanced to iGoHealthy an additional $6,000 which was also paid
to Mr. Davis as a progress  payment  pursuant to the terms of the agreement.  On
October 25, 2000,  Mr. Tannous  advanced  iGoHealthy the sum of $4,000 which was
paid to Mr.  Davis as a  second  progress  payment  for  work  completed.  These
advances,  totaling  $15,000,  were  repaid by  iGoHealthy  on November 1, 2000.

     On October 13,  2000,  we entered  into a retainer  agreement  with the Law
Offices of Naser J. Khoury for the purpose of having all documents in connection
with the private placement prepared.  Upon executing the retainer  agreement,  a
down payment of $1,000 was advanced to iGoHealthy by Mr. Tannous. On October 20,
2000, Mr. Tannous advanced an additional  $4,000 to iGoHealthy which was used to
pay the outstanding  balance on the retainer.  These advances,  totaling $5,000,
were repaid by  iGoHealthy  on November 1, 2000.  As partial  consideration  for
legal services  rendered,  Naser J. Khoury was issued 3,000 shares of our common
stock.  Naser J.  Khoury  is the  cousin  of our  President,  Farid E.  Tannous.



                                       17
<PAGE>

     On October 28, 2000, David E. Tannous, CPA, was retained for the purpose of
preparing,  and filing  with the  Internal  Revenue  Service,  iGoHealthy's  tax
returns for the past four years. As consideration for services  rendered,  David
E. Tannous was paid $2,600 and issued 2,000 shares of our common stock. David E.
Tannous is the brother of our President, Farid E. Tannous.

     On October 30, 2000 we entered into an agreement with  HealthyUSA,  Inc. to
purchase the Internet domain name,  iGoHealthy.com.  This agreement provides for
HealthyUSA  to sell and  assign  all  rights  and  title to the  domain  name to
iGoHealthy  for the purchase price of $10,000,  as mutually  agreed upon by both
parties,  based upon  review of an  appraisal  report  dated  October  30,  2000
prepared by GreatDomains.com, Inc., an independent appraiser. In connection with
the purchase of the domain  name,  iGoHealthy  issued a  promissory  note in the
amount of $10,000 to HealthyUSA,  Inc.,  bearing  interest at the annual rate of
six (6%)  percent,  and maturity  date of April 30,  2001,  subject to terms and
conditions set forth therein. On November 10, 2000, pursuant to the terms of the
agreement,  iGoHealthy made a partial payment of $2,000 to HealthyUSA, leaving a
balance of $8,000  outstanding under the promissory note at year-end.  As of May
14, 2001, the remaining  balance under the promissory  note had been paid off in
full.  Bill Glaser is the President and Chief  Executive  Officer of HealthyUSA,
Inc.

     On March 1, 2001,  Mr.  Kenneth  Glaser was retained by the Company for the
purpose  of  providing  marketing  and  advertising  services.  Pursuant  to the
Marketing  Agreement,  the  Company  shall  pay Mr.  Kenneth  Glaser  a total of
$15,000, $10,000 of which shall be paid upon the execution of the Agreement, and
the  balance  of $5,000 to be paid no later  than  sixty  days  thereafter.  Mr.
Kenneth Glaser is the father of our Secretary and Chief Operating Officer,  Bill
Glaser.

     We  currently  utilize  office  space in the house of Mr.  Glaser for which
iGoHealthy  did not pay any rent during the fiscal year ended  December 31, 2000
and through the first fiscal quarter ended March 31, 2001.  However, as of April
1, 2001,  iGoHealthy began paying rent to Mr. Glaser in the amount of $1,000 per
month for use of this office space. In addition, Messrs. Tannous and Glaser both
provided management services to iGoHealthy without consideration being paid from
iGoHealthy.  Related  to  these  services,  iGoHealthy  has  recorded  operating
expenses of $17,378,  which  represent the fair market value of these  services.

Item 13.Exhibits and Reports on Form 8-K

    (a)      Exhibits

    Exhibit
    No.      Description of Exhibit
    3.1(1)   Articles of Incorporation
    3.2(1)   By-laws
    3.3(1)   Amendment to the Articles of Incorporation of iGoHealthy.com, Inc.
    4.1(1)   Specimen of Common Stock Certificate
    4.2(2)   Form of Stock Subscription Agreement
    4.3(1)   Form of Private Placement Subscription Agreement
    4.3.1(1) Private Placement Subscription Agreement signature page for
             Harbinder Singh Branch
    4.3.2(1) Private Placement Subscription Agreement signature page for Kenneth
             Arthur Butterfield
    4.3.3(1) Private Placement Subscription Agreement signature page for Patrick
             Moriarity
    4.3.4(1) Private Placement Subscription Agreement signature page for Patrick
             Moriarity, Jr.
    4.3.5(1) Private Placement Subscription Agreement signature page for Eilish
             Levene
    10.1(1)  Contract for Services Agreement between Stephen Davis and
             iGoHealthy.com, Inc.
    10.2(1)  Domain Name Sale and Assignment Agreement between HealthyUSA, Inc.
             and iGoHealthy.com, Inc.
    10.3(1)  Promissory Note between HealthyUSA, Inc. and iGoHealthy.com, Inc.
    10.4(1)  Web Site Development and Services Agreement between Fluidesign and
             iGoHealthy.com, Inc.
    10.5(2)  Promissory Note between Harbinder Singh Branch. and iGoHealthy.com,
             Inc.

                                       18
<PAGE>


(2)  Filed as an exhibit  to our  registration  statement  on Form SB-2 filed on
     December  11,  2000  (File  No.  333-51628)  and  herein   incorporated  by
     reference.

(3)  Filed as an exhibit to our amended  registration  statement  on Form SB-2/A
     filed on February 9, 2001 (File No.  333-51628) and herein  incorporated by
     reference.

                                  SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Act of 1934, as amended, the registrant has duly caused this report to be signed
on our behalf by the  undersigned,  thereunto duly  authorized  this 14th day of
May, 2001.


                                      iGoHealthy.com, Inc.


                                  By:  /s/ Farid E. Tannous
                                      ---------------------------
                                      Farid E. Tannous
                                      President , Chief Executive Officer,
                                      Principal Financial Officer, Controller,
                                      and Director

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


May 14, 2001                      By:    /s/ Farid E. Tannous
                                      ------------------------------------------
                                      Farid E. Tannous
                                      President , Chief Executive Officer,
                                      Principal Financial Officer, Controller,
                                      and Director


May 14, 2001                            /s/ Bill Glaser
                                      ------------------------------------------
                                      Bill Glaser
                                      Secretary, Chief Operating Officer,
                                      and Director


                                       19
<PAGE>

                                                            iGoHealthy.com, Inc.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   INDEX TO FINANCIAL STATEMENTS
                                                               December 31, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                                     Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                     F-1
FINANCIAL STATEMENTS

     Balance Sheet                                                     F-2
     Statements of Operations                                          F-3

     Statements of Stockholders' Equity                                F-4

     Statements of Cash Flows                                          F-5

     Notes to Financial Statements                                    F- 6


                                       21
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
iGoHealthy.com, Inc.

We have  audited  the  accompanying  balance  sheet of  iGoHealthy.com,  Inc. (a
development  stage company) as of December 31, 2000, and the related  statements
of operations, stockholders' equity, and cash flows for the year then ended, and
for the period  from June 13,  1996  (inception)  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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of  iGoHealthy.com,  Inc. as of
December 31, 2000,  and the results of its operations and its cash flows for the
year then ended,  and for the period from June 13, 1996  (inception) to December
31,  2000  in  conformity  with  United  States  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  during the year ended  December  31,  2000,  the Company
incurred a net loss of $34,247 and it had negative cash flows from operations of
$9,728. In addition,  the Company had an accumulated  deficit of $35,647.  These
factors, as discussed in Note 2 to the financial  statements,  raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
April 30, 2001

                                       F-1
<PAGE>

                                                            iGoHealthy.com, Inc.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                               December 31, 2000


                                     ASSETS

Current assets
     Cash                                                          $     5,311
                                                                    ------------

         Total current assets                                            5,311

Furniture, fixtures and equipment                                        5,461
Work-in-process                                                         25,625
Accumulated depreciation                                                (1,515)
                                                                    ------------

                  Total assets                                     $    34,882
                                                                    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accrued legal expenses                                        $     5,001
     Note payable - related party                                        8,000
                                                                    ------------

         Total current liabilities                                      13,001
                                                                    ------------

Stockholders' equity
     Preferred stock, $0.001 par value
         5,000,000 shares authorized
         no shares issued and outstanding                                    -
     Common stock, $0.001 par value
         50,000,000 shares authorized
         1,710,000 shares issued and outstanding                         1,710
     Additional paid-in capital                                         55,818
     Deficit accumulated during the development stage                  (35,647)
                                                                    ------------

              Total stockholders' equity                                21,881
                                                                    ------------

                  Total liabilities and stockholders' equity       $    34,882
                                                                    ============


    The accompanying notes are an integral part of these financial statements

                                       F-2
<PAGE>



                                                            iGoHealthy.com, Inc.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF OPERATIONS
                                        For the Year Ended December 31, 2000 and
              for the Period from June 13, 1996 (Inception) to December 31, 2000

                                                                  For the
                                                                Period from
                                                                  June 13,
                                         For the Year               1996
                                            Ended             (Inception) to
                                          December 31,          December 31,
                                             2000                   2000
                                        ---------------       ----------------
Revenues                                  $       --            $       --
                                          -----------           ------------
Operating expenses                        $   34,339            $   35,739
                                          ----------            ------------

Interest Income                           $       91            $       91
                                          ----------            ------------

Net loss                                  $  (34,247)           $  (35,647)
                                          ===========           ============
Basic and diluted
    Loss per common share                 $   (0.024)           $   (0.025)
                                          ===========           =============
     Weighted-average common
      shares outstanding                   1,401,205             1,400,283
                                          ===========           =============

   The accompanying notes are an integral part of these financial statements

                                       F-3
<PAGE>



                                                            iGoHealthy.com, Inc.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENTS OF STOCKHOLDERS' EQUITY
              For the Period from June 13, 1996 (Inception) to December 31, 2000
<TABLE>


                                                                                  Deficit
                                                                                Accumulated
                                                               Additional        during the
                                         Common Stock           Paid-In         Development
                                     Shares        Amount       Capital           Stage            Total
                                    ---------    ----------    -----------    ---------------    ----------
<S>                                 <C>          <C>           <C>            <C>                <C>

Balance, June 13, 1996
   (inception)                             -     $       -     $       -        $       -        $      -

Issuance of common
   stock to founders
   for cash                        1,400,000         1,400                          (1,400)             -
                                 ------------   -----------     -----------      ------------     ----------

Balance, December 31,
   1996, 1997, 1998,
   and 1999                        1,400,000         1,400              -           (1,400)             -

Issuance of common
   stock for Web site
   development costs                   5,000             5            620                             625
Issuance of common
   stock for services
   rendered                            5,000             5            620                             625

Issuance of common
   stock for cash                    300,000           300         37,200                          37,500

Services provided
   by officers                                                     17,378                          17,378

Net loss                                                                           (34,247)       (34,247)
                                ------------    -----------     ------------     ------------    -----------

Balance, December 31,
   2000                           1,710,000     $   1,710       $ 55,818         $ (35,647)      $  21,881
                                ============    ===========     ============     ============      =========
</TABLE>



    The accompanying notes are an integral part of these financial statements

                                       F-4
<PAGE>



                                                            iGoHealthy.com, Inc.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
                                        For the Year Ended December 31, 2000 and
              for the Period from June 13, 1996 (Inception) to December 31, 2000

<TABLE>
                                                                                       For the
                                                                                      Period from
                                                                                       June 13,
                                                                 For the Year            1996
                                                                    Ended            (Inception) to
                                                                 December 31,        December 31,
                                                                    2000                  2000
                                                                --------------      ----------------
<S>                                                             <C>                 <C>

Cash flows from operating activities
     Net loss                                                   $    (34,247)   $        (35,647)
     Adjustments to reconcile net loss to net cash
         used in operating activities
              Accrued legal expense                                    5,001               5,001
              Depreciation                                             1,515               1,515
              Services provided by officers                           17,378              17,378
              Issuance of common stock for services rendered             625                 625
                                                              --------------    ----------------

                  Net cash used in operating activities               (9,728)            (11,128)
                                                              ---------------   -----------------

Cash flows from investing activities
     Capital expenditures                                             (5,460)             (5,460)
     Web design development costs                                    (15,000)            (15,000)
                                                              ---------------   -----------------

                  Net cash used by investing activities              (20,460)            (20,460)
                                                              ---------------   -----------------

Cash flows from financing activities
     Cash received for common stock                                   37,500              38,900
     Repayment of note payable                                        (2,000)             (2,000)
     Repayment of advances from officers                             (20,588)            (20,588)
     Advances from officers                                           20,588              20,588
                                                              --------------    ----------------

                  Net cash provided by financing activities           35,500              36,900
                                                              --------------    ----------------

                      Net increase in cash                             5,311               5,311
Cash, beginning of period                                                  -                   -
                                                              --------------    ----------------

Cash, end of period                                          $         5,311    $          5,311
                                                              ==============    ================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       F-5
<PAGE>


                                                            iGoHealthy.com, Inc.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 2000

--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

         iGoHealthy.com,  Inc., a Colorado  corporation,  is a development stage
         company in the process of  developing an  Internet-based  shopping mall
         for health-related retailers. Through its shopping mall, web users that
         register  as  its   members   will  be  able  to  make   purchases   of
         health-related merchandise and services from a carefully selected group
         of  quality   retailers.   Management  intends  to  capitalize  on  the
         extraordinary  growth  of  online  retailing,  which  is  projected  to
         continue  expansion.  The  Company  was  founded  on June  13,  1996 as
         Centurion   Properties   Development   Corporation  and  was  initially
         capitalized  with  $1,400 in cash,  which was used to pay  organization
         costs.  The Company  remained  dormant  until October 16, 2000 when its
         name was changed to iGoHealthy.com  and it began developing its current
         business plan. The Company has had no significant  business activity to
         date.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation
         ---------------------
         The accompanying  financial statements have been prepared in conformity
         with United  States  generally  accepted  accounting  principles  which
         contemplate  continuation of the Company as a going concern. During the
         year  ended  December  31,  2000,  the  Company  incurred a net loss of
         $34,247 and it had negative cash flows from  operations  of $9,728.  In
         addition,  the Company  had an  accumulated  deficit of $35,647.  These
         factors raise substantial doubt about the Company's ability to continue
         as a going concern.

         Recovery of the Company's  assets is dependent upon future events,  the
         outcome  of  which  is  indeterminable.  Successful  completion  of the
         Company's  development  program and its transition to the attainment of
         profitable  operations is dependent upon the Company  achieving a level
         of sales adequate to support the Company's cost structure. In addition,
         realization  of a  major  portion  of the  assets  in the  accompanying
         balance  sheet is  dependent  upon the  Company's  ability  to meet its
         financing  requirements  and the success of its plans to sell products.
         The financial statements do not include any adjustments relating to the
         recoverability  and classification of recorded asset amounts or amounts
         and  classification  of liabilities  that might be necessary should the
         Company be unable to continue in existence.

         In order to alleviate substantial concern about its ability to continue
         as a going concern, management plans to raise additional equity capital
         and continue to develop its products.

         Start-Up Costs
         --------------
         Start-up costs include legal and professional  fees. In accordance with
         Statement of Position 98-5, "Costs of Start-Up Activities," these costs
         have been expensed as incurred.

         Cash Equivalents
         ----------------
         For purposes of the statements of cash flows, the Company considers all
         highly liquid investments  purchased with original  maturities of three
         months or less to be cash equivalents.

         Work-in-Process
         ---------------
         In accordance with the Financial  Accounting Standards Board ("FASB")'s
         Emerging  Issues Task Force Issue No. 00-02,  "Accounting  for Web Site
         Development  Costs,"  work-in-process  consists of capitalized  amounts
         incurred to obtain and register a domain name from a related party (see
         Note  4) and  to  acquire  software  necessary  for  general  Web  site
         operations.  The Company has not recorded  depreciation as its Web site
         has not yet been placed into service.

         Expenditures  for  maintenance and repairs are charged to operations as
         incurred  while  renewals and  betterments  are  capitalized.  Gains or
         losses on the sale of property and  equipment  will be reflected in the
         statement of operations if they occur.

                                       F-6
<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Advertising Costs
         -----------------
         Advertising costs will be expensed as incurred. The Company has not yet
         incurred any advertising costs.

         Estimates
         ---------
         The  preparation  of the Company's  financial  statements in conformity
         with United States generally accepted  accounting  principles  requires
         the Company's  management to make estimates and assumptions that affect
         the amounts  reported in these  financial  statements and  accompanying
         notes. Actual results could differ from those estimates.

         Loss per Share
         --------------
         During the year ended December 31, 2000, the Company adopted  Statement
         of  Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per
         Share." Basic loss per share is computed by dividing the loss available
         to common stockholders by the weighted-average  number of common shares
         outstanding.  Diluted loss per share is computed  similar to basic loss
         per share  except  that the  denominator  is  increased  to include the
         number of additional  common shares that would have been outstanding if
         the  potential  common  shares had been  issued  and if the  additional
         common  shares were  dilutive.  Because the  Company has  incurred  net
         losses, basic and diluted loss per share are the same.

         Income Taxes
         ------------
         The  Company  uses the asset and  liability  method of  accounting  for
         income  taxes.  The asset and  liability  method  accounts for deferred
         income taxes by applying enacted  statutory rates in effect for periods
         in which the  difference  between  the book  value and the tax bases of
         assets and liabilities are scheduled to reverse. The resulting deferred
         tax asset or  liability  is adjusted to reflect  changes in tax laws or
         rates. Because the Company is in the development stage and has incurred
         a loss from  operations,  no benefit is realized  for the tax effect of
         the net operating  loss  carry-forward  due to the  uncertainty  of its
         realization.

         Comprehensive Income
         --------------------
         For the year ended December 31, 2000, the Company adopted SFAS No. 130,
         "Reporting  Comprehensive Income." This statement establishes standards
         for reporting  comprehensive  income and its  components in a financial
         statement.  Comprehensive  income as defined  includes  all  changes in
         equity (net assets) during a period from non-owner sources. Examples of
         items to be included in comprehensive  income,  which are excluded from
         net  income,  include  foreign  currency  translation  adjustments  and
         unrealized   gains  and   losses  on   available-for-sale   securities.
         Comprehensive  income  is  not  presented  in the  Company's  financial
         statements  since  the  Company  did  not  have  any  of the  items  of
         comprehensive income in any period presented.

         Recently Issued Accounting Pronouncements
         -----------------------------------------
         In December 1999, the Securities and Exchange Commission staff released
         Staff Accounting  Bulletin ("SAB") No. 101,  "Revenue  Recognition," to
         provide  guidance on the recognition,  presentation,  and disclosure of
         revenue in financial  statements.  Changes in  accounting  to apply the
         guidance in SAB No. 101 may be accounted  for as a change in accounting
         principle effective January 1, 2000.  Management has not yet determined
         the complete impact of SAB No. 101 on the Company; however,  management
         does not expect  that  application  of SAB No. 101 will have a material
         effect on the Company's revenue recognition and results of operations.

         In March 2000, the FASB issued FASB  Interpretation No. 44, "Accounting
         for   Certain   Transactions   Involving   Stock   Compensation,"   (an
         Interpretation of Accounting  Principles  Bulletin Opinion No. 25 ("APB
         25")) ("FIN 44").  FIN 44 provides  guidance on the  application of APB
         25, particularly as it relates to options. The effective date of FIN 44
         is July 1, 2000, and the Company has adopted FIN 44 as of that date.

         In June 2000,  the FASB  issued SFAS No. 138,  "Accounting  for Certain
         Instruments  and Certain  Hedging  Activities."  This statement is not
         applicable to the Company.

                                       F-7
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recently Issued Accounting Pronouncements (continued)
     -----------------------------------------
     In June 2000,  the FASB issued SFAS No. 139,  "Rescission of FASB Statement
     No. 53 and Amendments to Statements No. 63, 89, and 121." This statement is
     not applicable to the Company.

     In September 2000, the FASB issued SFAS No. 140,  "Accounting for Transfers
     and Servicing of Financial  Assets and  Extinguishments  of Liabilities,  a
     replacement of FASB Statement No. 125." This statement is not applicable to
     the Company.

NOTE 3 - CASH

     The Company  maintains cash deposits at a bank based in New York.  Deposits
     at the bank are insured by the Federal Deposit Insurance  Corporation up to
     $100,000.  As of December 31, 2000,  the Company did not have any uninsured
     cash.

NOTE 4 - NOTE PAYABLE - RELATED PARTY

     During the year ended December 31, 2000, the Company  purchased an Internet
     domain name from a related  party that was financed  through a note payable
     from a related party bearing a fixed interest rate of 6% per annum,  due at
     the earlier of the Company's  initial public offering or April 30, 2001. As
     of December 31, 2000, the note payable had a remaining balance of $8,000.

NOTE 5 - STOCKHOLDERS' EQUITY

     During June 1996,  the Company issued  1,400,000  shares of common stock to
     the Company's founders in exchange for cash.

     In connection  with a private  placement in October 2000,  the Company sold
     300,000 shares of common stock at $0.125 per share for total gross proceeds
     of $37,500.  The Company paid no commissions or fees in connection with the
     private placement.

     In September 2000, the Company  entered into a consulting  agreement with a
     Web site designer in order to design and implement a prototype Web site for
     the Company.  As of December 31, 2000,  the Company paid $15,000 and issued
     5,000  shares of common  stock to this  designer.  The stock was  valued at
     $625, which has been capitalized as work-in-process.

     In October 2000,  the Company  issued 3,000 shares of common stock to a law
     firm in exchange for services rendered valued at $375.

     In October  2000,  the  Company  issued  2,000  shares of common  stock for
     financial services valued at $250.

NOTE 6 - RELATED PARTY TRANSACTIONS

     The Company currently  utilizes office space in the house of Mr. Glaser for
     which  the  Company  did not pay any rent  during  the  fiscal  year  ended
     December  31,  2000 and through the first  fiscal  quarter  ended March 31,
     2001.  However,  as of April 1, 2001,  the Company began paying rent to Mr.
     Glaser in the amount of $1,000 per month for use of this office space.

                                       F-8
<PAGE>

NOTE 6 - RELATED PARTY TRANSACTIONS (continued)

     In addition,  certain officers provided management services for the Company
     without  consideration  being  paid  from  the  Company.  Related  to these
     services,  the Company has recorded  operating  expenses of $17,378,  which
     represent the fair market value of these services.

     At December  31,  2000,  the Company had no  outstanding  liability  to the
     officers of the Company.

NOTE 7 - SUBSEQUENT EVENTS

     On January 26,  2001,  the  Company  secured a loan in the amount of $5,000
     from a  shareholder  and issued a promissory  note in the same amount at an
     interest  rate of six (6%) percent and maturity  date of July 26, 2001.  On
     February 26,  2001,  the Company  entered  into an agreement  with the same
     shareholder to convert the entire  principal amount of the loan into 20,000
     registered  shares of the  Company's  common  stock and waive any  interest
     earned  thereon.  The shares  were  registered  pursuant  to the  Company's
     initial public offering.

     On February 16, 2001, the Company was declared  effective on a registration
     statement  on Form  SB-2,  which was filed on  December  11,  2000 with the
     Securities and Exchange Commission to register for sale 1,000,000 shares of
     its common  stock.  As of May 14,  2001,  the  Company  raised  $129,863 by
     selling a total of  519,450  shares  of its  common  stock in this  initial
     public offering,  of which 20,000 shares were issued in connection with the
     conversion of the aforementioned $5,000 loan.

     On April 24,2001,  the Company  retained Ms. Courtney Mizel for the purpose
     of providing to the Company  business  development  and related  consulting
     services.  Pursuant to the Business Development Agreement,  the Company has
     agreed to pay Ms. Mizel $10,000 for her services.

NOTE 8 - INCOME TAXES

     Significant  components  of the  Company's  deferred  tax assets for income
taxes consisted of the following at December 31, 2000:

        Deferred tax assets
            Operating losses                                      $    14,259
            Valuation allowance                                        14,259
                                                                  -----------

                           Net deferred tax assets                $         -
                                                                  ===========

     The federal operating loss  carry-forward at December 31, 2000 was $35,647.
     This  operating  loss was  incurred  during an  interim  period and may not
     reflect true net operating losses at the taxable year-end.

                                       F-9