SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

        For the fiscal year ended December 31, 2000           OR

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

        For the transition period from ___________ to ___________

                           Commission File No. 000-32109

                                   CBCOM, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                   95-4635025
    -------------------------------            --------------------------------
    (State or other jurisdiction of            (I.R.S. Employer Identification)
    incorporation or organization)

        16830 Ventura Blvd., Suite 211
           Encino, California                              91436
         -------------------                              ----------
(Address of principal executive offices)                  (Zip Code)

                                  (818)461-0800
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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

                     Common Stock, par value $.001 per share
                     --------------------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-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. |_|

State issuer's revenues for its most recent fiscal year: None

                                       1
<PAGE>

State  the  aggregate  market  value of  voting  and  non-voting  stock  held by
non-affiliates: There is currently no market for the common stock.

Number of shares of Common Stock outstanding as of December 31, 2000: 20,232,632

                                   CBCOM, Inc.
                         2000 ANNUAL REPORT ON FORM 10-KSB

                                   PART I
Item 1. Description of Business

Overview
         CBCom, Inc. is a development stage company  incorporated in Delaware in
April,  1997.  CBCom  was  formed to  develop  telecommunications  projects  and
Internet-related  information  services in the People's Republic of China. CBCom
establishes  joint  venture  partnerships  with  Chinese  companies  having data
networking  technologies or customer bases to which CBCom will contribute United
States technology and management resources. As of December 31, 2000 CBCom has 16
employees,  of which six are located in the United States and ten are located in
Beijing.

         In August,  1997,  CBCom  acquired  selected  assets of  Beijing  CBCom
Telecommunications  and Consulting Co., Ltd., a Chinese private company owned by
Gordon Gao,  currently  a  shareholder  and  director  of CBCom.  Beijing  CBCom
Telecommunications  and Consulting Co., Ltd. was developing a Chinese  character
special purpose pager designed to download stock quotations.

         In October,  1997 CBCom and Beijing  Great Wall Century  Communications
Technology  Company,  Ltd., an established paging company in China established a
Sino-U.S. equity joint venture company called GCC CBCom (Tianjin) Communications
Company,  Ltd. to build a nationwide  paging network.  The joint venture has not
commenced business, the business license has lapsed and CBCom may not be able to
reactivate GCC CBCom.

         On  January  31,  1999,  the  Company  entered  into  a  Memorandum  of
Understanding "Memorandum") with Shanghai Stock Exchange Communications Co. Ltd.
and Shanghai Xingtong Telecommunication Science and Technology Co. Ltd. ("SXTST)
to develop a financial data network in China through  setting up an equity joint
venture invested by these three parties. The main strategy is to make full usage
of the existing capacity of VSAT satellite communication infrastructure owned by
Shanghai Stock Exchange  throughout  China.  The total capital  required in that
joint  venture is  currently  estimated  to be  US$3,000,000.  The Company  will
contribute 70% of that amount;  SSEC, 20%; and SXTST, 10%. The joint venture has
not yet been established as of December 31, 2000.

         Using  strategic  partnerships  in China,  combined with  acquisitions,
CBCom hopes to become  both an  Internet  Service  Provider  (ISP) and  Internet
Content Provider (ICP), serving China's huge and exponentially growing market of
new and existing  Internet  users. If it is able to enter this market now, CBCom
may  enjoy an early  lead  into  China's  young and  rapidly  growing  market of
Internet users.

         From August, 1997 to the present, CBCom has maintained a representative
office in Beijing  called  CBCom China for the purpose of oversight of its China
projects. From January, 1998 to March, 1999 CBCom had a representative office in
Shanghai for the purpose of developing its business  relationship  with Shanghai
Stock Exchange Communications Co. Ltd.
                                       2
<PAGE>
         On September 24, 1999 CBCom entered into a merger agreement with Abbacy
Corporation,  a public  reporting  company,  to  acquire  100% of its  equity in
exchange for 250,000  shares of common stock of CBCom.  On October 8, 1999,  the
Board of Directors and the majority shareholders of the constituent corporations
approved the merger. The merger was effected on October 18, 1999 with the filing
of the Certificate of Merger with the State of Delaware.

Internet Market

     From its  beginning of only 1700 users in 1993 (1), the Internet  market in
China has seen unprecedented growth. China's Internet population tripled in 1998
(2),  and  quadrupled  from 2.1 million in January of 1999 (3), to its  reported
level of 8.9  million  in  January  of 2000 (4) to  approximately  20 million in
December, 2000. This trend is expected to continue. China's Internet industry is
nonetheless  still in its infancy  and a majority  of China's  ISPs and ICPs are
struggling,  and in need of outside help to grow or even just to remain solvent.
This  presents a window of  opportunity  to capitalize on one of the largest and
fastest growing markets in the world. CBCom can combine its understanding of the
special needs and culture of China along with knowledge and lessons learned from
the successful American ISP and ICP markets.

         E-Commerce has not yet become a mainstream business in China, as credit
cards  are  essentially  non-existent,  and its  parcel  delivery  services  are
inadequate.  ICP  businesses  offering free  information  and services  financed
solely by web site "banner ads" are not yet profitable. The most secure Internet
revenues are those paid to the Internet Service Providers,  as anyone wishing to
access the Internet must pay access fees.  There is a large profit potential for
ISPs both now and in the foreseeable future.

         Entering this business is attractive,  as start-up costs are relatively
low. This has resulted in a large number of small,  unsuccessful  ISPs and ICPs,
that are under  capitalized.  The  typical  smaller ISP is unable to support its
overhead, even less capable of proper marketing,  and is thus unable to increase
its subscribers enough to generate a profit.

         CBCom plans an  aggressive  campaign to search for a series of mergers,
acquisitions,  and service expansions. CBCom will offer convenient accessibility
through  local  access  numbers  nationwide,  fast access  speeds,  high quality
customer support, and user-friendly services, all of which are currently lacking
in China but are taken for granted in America.  Internet  Content  will  include
unique and targeted  applications  on its various web sites  thereby  drawing an
ever-increasing customer base to its ISP business, as well as generating revenue
by charging fees for specialized information and service web sites. requirements
of a very small ISP are essentially the same as that of a very large ISP and the
cost to maintain  operations  are  virtually  fixed.  Therefore  the single most
important  component  of  profitability  is a high  number  of  subscribers.  By
acquiring  existing  businesses,  CBCom will immediately  benefit from achieving
economies of scale.
<TABLE>
<S><C>
--------
1  "Asia-Pacific Internet & Interactive Services",  The Strategis Group, January 1997
2  "China's Internet Population Tripled in 1998", The Industry Standard, January 1999
3  "Semi-annual  Report on the  Internet",  China Internet  Network  Information Center, July 1999
4  Kathlene Ohlson,  "China Internet Market on the Rise", The Industry Standard, September 1998
</TABLE>
                                       3
<PAGE>

Acquisitions and Consolidation

         In order to quickly  reach a profitable  number of  subscribers,  CBCom
hopes  to try to  acquire  a  number  of  smaller  ISPs  and  by  using  current
technology, combine the existing customers into a single ISP. The infrastructure
requirements  of a very  small  ISP are  essentially  the same as that of a very
large ISP and the cost to maintain  operations are relatively  fixed. The single
most important  component of profitability  is a high number of subscribers.  By
acquiring existing ISP businesses,  CBCom may immediately benefit from achieving
economies of scale.

         All  existing  ISP  companies,  regardless  of size,  require a minimum
infrastructure  to provide  customer access to the Internet.  The single smaller
ISPs lack sufficient  equipment to provide service beyond their local area. With
each  acquisition,  CBCom  will  acquire  local  telephone  numbers  and  lines,
computers  and  connectivity  equipment  that is  already  operating  throughout
different cities in China.

Memorandum of Understanding

         CBCom has entered  into a Memorandum  of  Understanding  with  Shanghai
Stock  Exchange   Communication   Co.,  Ltd.  ("SSECC")  and  Shanghai  Xingtong
Telecommunications  Science & Technology Co., Ltd. to form a Sino-foreign  joint
venture to develop a financial  data  network in China called  "China  Financial
Network" or "CFN".  SSECC is a subsidiary of the Shanghai Stock Exchange  formed
as a joint venture  between  Shanghai  Stock Exchange and Shanghai Stock Central
Clearing Company. The memorandum  contemplates that SSECC will provide access to
its existing satellite communication system as well as licenses, permissions and
rights to use the logo, name and  promotional  information of the Shanghai Stock
Exchange.  Shanghai  Xingtong  Telecommunications  will  participate  in network
design and management to ensure efficient  utilization of the satellite  network
and will  provide  technical  assistance.  CBCom will  provide the  resources to
collect and compile  global  financial  information,  United States  technology,
management resources and capital.

         The Memorandum of Understanding  anticipates the project planned in two
phases.  Phase I is to market and  distribute  financial  information in Chinese
provided by the  Shanghai  Stock  Exchange  over a network to various  terminals
throughout  China,   exclusively  targeting  Chinese   stockbrokers,   financial
institutions  and  corporate  users.  The  financial  information  provided will
include prices for commodities and futures,  precious  metals,  Asian and global
equities  and  foreign   currencies,   global  market   indexes  and  real  time
international  news and commentary.  The  information  provided will differ from
information  provided by competitors in that it will be entirely in Chinese at a
lower rate. Phase II is to market to individual  consumers  real-time  financial
data,  news  and  on-line  investment  trading  bundled  as  a  single  service,
developing into the equivalent of a commercial Internet Service Provider.

         The parties to the  memorandum  must enter into a joint venture by June
30,  2001,  and  thereafter  obtain  the  required  approvals  from the  Chinese
government  or  lose  the  exclusive  right  to  the use of the SSECC  satellite
communication system. CBCom has advanced $250,000 in start-up expenses which was
expensed during 1998 and which could be credited toward its capital contribution


                                       4
<PAGE>

to the joint venture  company when the joint venture is completed.  If the joint
venture  has not  been  set up,  and  exclusive  licenses  to use the  satellite
communication network owned by Shanghai Stock Exchange and use the logo and name
of Shanghai Stock  Exchange have not been obtained,  the issuance of promotional
stock to Sinoway, Ltd. could be cancelled.

Shanghai Stock Exchange Communication Co., Ltd.

SSECC is in  charge of the  satellite  system  utilized  by the  Shanghai  Stock
Exchange to distribute real time data to its members. Shanghai Stock Exchange is
a  leading  stock  exchange  in  China  with  560  member  brokerage   companies
aggregating  2,700  brokerage  offices,  20,000  stockbrokers  and 33 non-member
regional security exchange centers throughout China.

Shanghai Xingtong Telecommunications Science & Technology Co.

         Shanghai  Xingtong  Telecommunications  is a  subsidiary  of the  China
Broadcast  Satellite   Communication  company  and  can  utilize  its  satellite
resources and operating license to provide specialized  satellite  communication
services.  Shanghai Xingtong  Telecommunications provides assistance to numerous
Chinese and other foreign companies in building telecommunications networks.

Satellite Network

         The  satellite  network  is used  to  transmit  daily  stock  data  and
information  to selected  brokerage  firms and  consists  of three  transponders
(relays)  with  satellite  Asia-1 which are  exclusively  leased by the Shanghai
Stock  Exchange  for use by it 24 hours per day.  The  Shanghai  Stock  Exchange
utilizes the satellite network  approximately 4 to 5 hours per day during market
hours to broadcast  real-time financial  information.  Even during this high use
period,  the  transponders  are  utilizing  only a fraction  of their 26 megabit
bandwidth  capacity.  CBCom estimates that  approximately only 20% to 30% of the
satellite network system capability is utilized with additional usage limited to
possible  transactional  growth.  CBCom  anticipates  that  it  will  be able to
broadcast on the unused  network  during off hours and on the unused  bandwidths
during high usage times.

Competition

         Presently,  there  are  four  Chinese  government-affiliated   Internet
service  providers that control direct access to the World Wide Web in China and
approximately  100 small  independent  Internet  Service  Providers that are not
linked  directly to the World Wide Web.  There are several  major ISPs which may
pose  direct  competition  to the  anticipated  business  of the  joint  venture
including  Prodigy,  Inc., a joint  venture  including  the  Shanghai  Municipal
Commission of Foreign Relations and Trade and China Internet Corporation,  which
was created in 1995 and has been  responsible for the creation of the China Wide
Web, an on-line  business  information  and  communications  system  which spans
China.  There are four  primary  financial  information  vendors  servicing  the
Chinese market: Reuters, Telerate (Dow Jones), Hong Kong Data, and Xinhua.


ITEM 2. DESCRIPTION OF PROPERTIES.

                                       5
<PAGE>

         In  January,  2000 the Company  entered  into a 3-year  lease  expiring
December 31, 2002 for  approximately  2,169 square feet of office space at 16830
Ventura Boulevard, Suite 211, Encino, California at a monthly rental of $4,771.

         CBCom has entered into a 5-year lease for its China  headquarters  that
expires  February 28, 2003 for  approximately  6,000 square feet at A No. 9 Dong
Tucheng Road, Heping Street,  Chao Yang District,  Beijing,  China, at a monthly
rental of $5,208 per month  payable in the form of shares of CBCom common stock.
The  aggregate  rental  ($312,500)  has been  prepaid by the issuance of 625,000
shares of CBCom common stock to Far East Trading Company,  beneficially owned by
shareholders of CBCom.

         Each of the facilities are adequate for the Company's current needs.


ITEM 3. LEGAL PROCEEDINGS

         CBCom  entered into a settlement  agreement  with Bernard  Luskin,  the
former  Chief  Executive  Officer  of  CBCom,  in  January,  1999,  settling  an
outstanding dispute for unpaid salary and other compensation.  Mr. Luskin had an
employment contract with CBCom which guaranteed payment of his salary through an
escrow account  containing  800,000 shares of common stock of Amtec, Inc., which
shares were  pledged by Polmont  Investments,  Ltd.,  a British  Virgin  Islands
corporation controlled by one of the principal stockholders of CBCom.

         Through the settlement, the parties agreed that Mr. Luskin will receive
unpaid salary and bonus through May 15, 1999 totaling  $520,833 plus  additional
compensation as may be determined by binding arbitration;  but in no event shall
CBCom's  liability  exceed the value of the shares  held in escrow.  Mr.  Luskin
waived any rights to satisfy any claims against CBCom from any assets other than
those shares held in the escrow  account.  CBCom was  obligated to repay Polmont
the  amount  it paid to Mr.  Luskin  from the sale of its  Amtec,  Inc.  shares.
Polmont has agreed to accept payment in the form of shares of CBCom, Inc. valued
at $0.50 per share. Due to the nature of this off-balance  sheet financing,  the
Company recognized prepaid interest of $220,000 and the corresponding  amount in
additional paid-in capital and amortized the prepaid interest over the period of
three years(now fully written off).

            As of September 30, 2000 the Company reached a final settlement with
the former CEO wherein he would accept an additional  190,000 shares held in the
escrow as full and final settlement of all claims.  The estimated value of those
shares was  $629,375.  As part of the  agreement  any interest in the  Company's
stock or options  would be  transferred  back to the  Company.  The  Company has
recognized the loan payable to Polmont,  the entire settlement has been paid and
the matter is finalized.

         On August 30, 1999,  a law suit was filed in the Superior  Court of the
State of California  against CBCom,  Inc., Max Sun, and Charles Lesser (Case No.
LCO49888) by Com VU  Corporation,  a Delaware  corporation,  based on an alleged


                                       6
<PAGE>

breach of a prior agreement between CBCom and Com VU. The parties entered into a
merger agreement on March 26, 1999,  which merger was never effected.  Com VU is
alleging  CBCom (i) failed to  consummate  the merger by failure to use its best
efforts  to effect it (ii)  failed to pay  $50,000 in  outstanding  debts to two
shareholders on behalf of Com Vu (iii)  terminated the agreement  improperly and
(iv)  breached a covenant of good  faith.  Com Vu is  requesting  payment of the
$50,000  plus  losses of  approximately  $15,000 in  expenses  and costs.  CBCom
disputed the allegations of the claims and defended the action vigorously.

         As of  September  1, 2000,  Com Vu  Corporation,  in a letter  from its
counsel,  has  accepted  CBCom's  proposal  to resolve the  complaint  and cross
complaint in this matter by each side  releasing  the other and  dismissing  the
lawsuit.  Pursuant to this  agreement,  no payments will be made by or to either
side. This settlement has been memorialized in a formal settlement agreement.


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

         There were no matters  submitted to a vote of security  holders  during
the fourth quarter of 2000.


                               PART II

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

         There has never been a market for the Common Equity of the Registrant.

Recent Sales of Unregistered Securities


1997
         During  1997,  the  Company  sold  securities  that  were  exempt  from
registration under the Securities Act. These transactions are described below.

On April 23, 1997, the Company issued  2,000,000 shares of common stock at $0.20
per share to one of the founding shareholders for total proceeds of $400,000.

On April 23, 1997, the Company issued  937,5000  shares of common stock at $0.20
per  share to Mr.  Gordon  Gao in  exchange  for his  company's,  Beijing  CBCom
Telecommunications  and Consulting Co. Ltd.,  assets of $187,500  (mainly office
equipment, furniture and fixtures) located in Beijing, China.

         On December 31, 1997, the Company issued 200,000 shares of common stock
at $0.50 per share to Robert and Gilda Marx Family  Trust for total  proceeds of
$100,000.  Both  Robert  and  Gilda  Marx,  the  beneficiaries  of the trust are
personal friends of the former CEO and director of the Company,  Bernard Luskin.
The Marx's are sophisticated  and accredited  investors and they had full access
to  all  relevant   information  relating  to  the  Company  and  its  business.
Accordingly, this issuance was deemed to be exempt from registration pursuant to
Section 4(2) of the  Securities  Act and the shares are deemed to be  restricted
securities.

1998

         During  1998,  the  Company  sold  securities  that  were  exempt  from
registration under the Securities Act. These transactions are described below.

                                       7
<PAGE>


         On January 1, 1998, the Company issued 500,000, 250,000, and 125,000 (a
total of 875,000)  shares of common stock to its CEO,  CFO, and chief  engineer,
respectively,  at $.001 per share as a bonus for their  services from April 1997
to December  31,  1997.  The Company  received  proceeds of $875 and  recognized
compensation  cost of  $436,625,  based on a fair value of $.50 per  share.  The
transaction  was private in nature and the shares were issued to  affiliates  of
the Company who were  capable of  evaluating  the merits and risks of the shares
and had full access to all relevant  information relating to the Company and its
business.  Accordingly,  this issuance was deemed to be exempt from registration
pursuant to Section 4(2) of the  Securities  Act and the shares are deemed to be
restricted securities.

         On March 1, 1998,  the Company issued 625,000 shares of common stock at
$0.50 per share in exchange  for the future  rent in its Beijing  representative
office for the next five years. The prepaid rental of $312,500 will be amortized
over the next five  years.  The shares  were  issued to two  investors  residing
outside the United States and bear a legend regarding the restrictions on resale
in the United  States.  The  issuance of these  shares  were deemed  exempt from
registration pursuant to Regulation S of the Securities Act.

         On April 24, 1998, the Company issued  8,000,000 shares of common stock
at $0.20 per share to convert a loan from Mr. Sun, the President of the Company,
of $1,600,000.  This  conversion  price was specified on August 31, 1997 between
the original  founders  and the  Company.  The loan was made to the Company from
time to time on an as-needed  basis from June 15, 1997 to April 24, 1998 and was
not converted  into common stock until the loan totaled  $1,600,000.  From early
October to early December 1998, Mr. Sun converted an additional  $160,000 of his
loans into 320,000  shares of common stock at $0.50 per share in four  tranches.
The  issuance  of stock upon  conversion  of debt was  private in nature and the
shares were issued to an affiliate of the Company who was capable of  evaluating
the  merits  and  risks  of the  shares  and had  full  access  to all  relevant
information  relating  to the  Company  and  its  business.  Accordingly,  these
issuances were deemed to be exempt from registration pursuant to Section 4(2) of
the Securities Act and the shares issued are deemed to be restricted  securities
and  bear  a  legend  regarding  resale   restrictions.   Mr.  Sun  subsequently
transferred  6,962,500 of these shares to eleven individuals or entities who are
all  close  personal  friends  and/or  relatives  of Mr.  Sun and  sophisticated
investors.  All of the investors had the  opportunity to question Mr. Sun on the
business  and  financial  aspects of the  Company.  The  investors  also had the
opportunity to review any of the books and records of the Company.  Mr. Sun held
the securities approximately 8 months before conversion and transfer. All of the
certificates  issued to the investors have been affixed with legends restricting
transfers and sales.  Ten of the eleven  investors reside in and are citizens of
foreign  countries.  The resale of these  restricted  shares by Mr. Sun was made
pursuant to a claimed  Section "4 1/2"  exemption  in which a  non-issuer  sells
securities in a private transaction and, as to the ten foreign investors, also a
claimed Regulation S exemption.





                                       8
<PAGE>

         On December 31, 1998, the Company issued 400,000,  400,000, and 320,000
(a total of  1,120,000)  shares  of  common  stock at $0.50  per  share to three
directors, Max Sun, Frank Zhu and Gordon Gao, respectively,  as their employment
compensation of $200,000,  $200,000, and $160,000,  respectively for four months
in 1997  (recognized  in 1997)  and the year of 1998 in  accordance  with  their
respective employment agreements.  The transaction was private in nature and the
shares were issued to  affiliates  of the Company who were capable of evaluating
the  merits  and  risks  of the  shares  and had  full  access  to all  relevant
information relating to the Company and its business. Accordingly, this issuance
was  deemed to be exempt  from  registration  pursuant  to  Section  4(2) of the
Securities Act and the shares are deemed to be restricted securities.

         On December 31, 1998,  the Company  issued  1,250,000  shares of common
stock at  $0.001  per  share in  exchange  for the  promotion  and  facilitation
services provided by Sinoway Limited (Sinoway)  registered in the British Virgin
Islands,  with a corporate office in Hong Kong.  Sinoway is an affiliate company
of Shanghai Stock Exchange  Communication Co. Ltd. ("SSE").  Sinoway promised to
obtain  exclusive  licenses to use VSAT  satellite  systems owned by SSE and the
logo and name of SSE. Sinoway agreed to pay $0.001 per share for these 1,250,000
shares of common stock.  Accordingly,  the Company  recognized a notional  stock
subscription  of $1,250 and a  promotion  expense  for the  License/Contract  of
$623,750. If these licenses were obtained,  the cost would be amortized over the
life of  joint  venture  with  SSE  and  SXTST(?).  However,  these  shares  are
forfeitable  depending  on the  success of setting up the equity  joint  venture
among the Company,  SSE, and SXTST and obtaining the exclusive licenses.  If the
joint  venture  has  been set up and  exclusive  licenses  to use the  satellite
communication network owned by Shanghai Stock Exchange and use the logo and name
of Shanghai Stock Exchange have not been obtained, the issuance of stock will be
canceled.  As of November 30, 2000, the license has not yet been  obtained.  The
shares were issued to one investor residing outside the United States and bear a
legend regarding the  restrictions for those residing in the United States.  The
issuance  of these  shares  were deemed  exempt  from  registration  pursuant to
Regulation S of the Securities Act.

1999

         During  1999,  the  Company  sold  securities  that  were  exempt  from
registration under the Securities Act. These transactions are described below.

         On February 1, 1999, the Company conducted a private placement to issue
600,000  warrants  at $0.25 per warrant in four  tranches to Cuong Hai Tran,  an
existing shareholder,  and received total proceeds of $135,000, net of a finders
fee of $15,000.  Each warrant  carries an exercise  price of $0.25 per share and
allows each holder of warrants to exercise at any time on or before  January 31,
2004.  Accordingly,  the Company reserved 600,000 shares of common stock for the
exercise of these warrants. The transaction was private in nature and the shares
were issued to an accredited individual who was capable of evaluating the merits
and risks of the shares and had full access to all relevant information relating
to the Company and its  business.  Accordingly,  this  issuance was deemed to be
exempt from registration  pursuant to Section 4(2) of the Securities Act and the
shares are deemed to be restricted securities.

                                       9
<PAGE>

         On May 10,  1999,  the Company  conducted a private  placement to issue
100,000  shares of common  stock at $0.50 per share to Theresa  Li and  received
total  proceeds of $45,000,  net of a finders fee of $5,000.  This  offering was
private in nature and the shares were sold to one sophisticated  investor who is
a personal friend of Mr. Sun and who the Company reasonably believes was capable
of evaluating  the merits and risks of an investment in the Company and had full
access to all relevant  information relating to the Company and its business and
the opportunity to ask Mr. Sun questions relating to the business.  Accordingly,
this offering was deemed to be exempt from registration pursuant to Section 4(2)
of the  Securities  Act  and the  shares  issued  are  deemed  to be  restricted
securities and bear a legend to that effect.

         From May 14, to June 4, 1999, the Company conducted a private placement
to issue 45,000  shares of common stock at $1.00 per share in three  tranches to
Mr. Nipa Konnerat and Universal  Trader,  Inc.,  and received  total proceeds of
$40,500,  net of a  finders  fee of  $4,500.  Suzanna  Gopez is the  controlling
shareholder  of Universal  Trader,  Inc. This offering was private in nature and
the shares were sold to two sophisticated  investors who the Company  reasonably
believes were capable of evaluating the merits and risks of an investment in the
Company and had full access to all relevant  information relating to the Company
and its  business.  Accordingly,  this  offering  was  deemed to be exempt  from
registration  pursuant  to  Section  4(2) of the  Securities  Act and the shares
issued are deemed to be restricted securities and bear a legend to that effect.

         On June 22, 1999,  the Company  issued 40,000 shares of common stock at
$0.50 per share to Theresa Li, an  existing  shareholder.  The Company  received
total  proceeds of $18,000,  net of a finders fee of $2,000.  This  offering was
private in nature and the shares were sold to one existing  shareholder who is a
sophisticated  investor and who the Company  reasonably  believes was capable of
evaluating  the merits and risks of an  investment  in the  Company and had full
access to all  relevant  information  relating to the Company and its  business.
Accordingly, this offering was deemed to be exempt from registration pursuant to
Section  4(2) of the  Securities  Act and the  shares  issued  are  deemed to be
restricted securities and bear a legend to that effect.

         On August 31, 1999, the Company  conducted a private placement to issue
23,000  shares of common stock at $1.00 per share in three  tranches to Vicky Dy
and Ming and Phet Houn, two accredited  individual  investors and received total
proceeds of $20,700,  net of a finders fee of $2,300.  This offering was private
in nature and the shares were sold to two  accredited  investors who the Company
reasonably  believes  were  capable  of  evaluating  the  merits and risks of an
investment  in the Company.  Accordingly,  this offering was deemed to be exempt
from registration  pursuant to Section 4(2) of the Securities Act and the shares
issued are deemed to be restricted securities and bear a legend to that effect.

         On August 25, 1999, the Company issued 30,000 shares of common stock at
$0.50  per share to an  Theresa  Li,  existing  shareholder.  Consequently,  the
Company received total proceeds of $13,500,  net of a finders fee of $1,500. The
transaction  was private in nature and the shares were issued to a sophisticated
investor  who the Company  reasonably  believes  was capable of  evaluating  the
merits  and  risks  of the  investment  and  had  full  access  to all  relevant


                                       10
<PAGE>

information relating to the Company and its business. Accordingly, this issuance
was  deemed to be exempt  from  registration  pursuant  to  Section  4(2) of the
Securities Act and the shares are deemed to be restricted securities.

         On August 26,  1999,  the Company  conducted a  Regulation  D, Rule 506
offering to issue 50,000 shares of common stock at par value of $0.001 per share
to 300 accredited  shareholders through Appletree Investment Company Limited, an
off-shore  investment  company in order to satisfy  its goal to be listed on the
NASDAQ OTC  Bulletin  Board.  On December 22, 1999,  the Company  completed  the
offering,  issued  50,000  shares  of  common  stock,  and  recognized  a merger
transaction expense of $49,950. The $50 cash was received subsequent to December
31, 1999. The shares are deemed to be restricted securities and bear a legend to
that effect. On November 30, 2000, this transaction was cancelled and the $50.00
was returned to Appletree and the 50,000 shares were cancelled.

         On September  15, 1999,  the Company  conducted a private  placement to
issue 20,000  shares of common stock at $1.00 per share to Nhon Vuong and Jackie
Khanthaphixay. Consequently, the Company received total proceeds of $18,000, net
of a finders fee of $2,000.  This  offering was private in nature and the shares
were sold to two  sophisticated  investors who the Company  reasonably  believes
were capable of evaluating  the merits and risks of an investment in the Company
and had full access to all relevant  information relating to the Company and its
business.  Accordingly,  this offering was deemed to be exempt from registration
pursuant to Section 4(2) of the  Securities Act and the shares issued are deemed
to be restricted securities and bear a legend to that effect.

         On September  24, 1999,  the Company sold 30,000 shares of common stock
at $0.50 per share to Theresa Li, an existing shareholder.  The Company received
total  proceeds of $13,500,  net of a finders fee of $1,500.  This  offering was
private  in  nature  and  the  shares  were  sold to an  existing  sophisticated
shareholder  who the Company  reasonably  believes was capable of evaluating the
merits and risks of an  investment  in the  Company  and had full  access to all
relevant information relating to the Company and its business. Accordingly, this
offering was deemed to be exempt from  registration  pursuant to Section 4(2) of
the Securities Act and the shares issued are deemed to be restricted  securities
and bear a legend to that effect.

         On September 24, 1999, the Company entered into a merger agreement with
Abbacy  Corporation (a public shell company),  to acquire 100% of its equity. On
October 8, 1999,  the Board of Directors  and the majority  shareholders  of the
constituent  corporations  approved the merger.  In  accordance  with the merger
agreement,  Abbacy filed a Form 8-K with the SEC on October 19, 1999 to indicate
that CBCom,  Inc.  would be the successor of the reporting  entity in accordance
with Rule 12 (g)(3) of the  Securities  Exchange  Act. On December  22, 1999 the
Company  issued  250,000 shares of common stock valued at $1.00 per share to the
sole  shareholder  of  Abbacy  in  exchange  for  100% of its  equity  interest.
Accordingly,  the Company recognized $250,000 of merger expense. The transaction
was private in nature and the shares were  issued in a  negotiated,  arms-length
transaction.  Through its due diligence,  Abbacy  Corporation had full access to
all relevant information relating to the Company and its business.  Accordingly,
this issuance was deemed to be exempt from registration pursuant to Section 4(2)
of the  Securities  Act  and the  shares  issued  are  deemed  to be  restricted
securities.

                                       11
<PAGE>

         On November 1, 1999,  the  Company's  principal  shareholder,  Mr. Sun,
converted  $70,000 of  shareholder  loan into 140,000  shares of common stock at
$0.50 per share.  The issuance of stock upon  conversion  of debt was private in
nature and the shares were issued to an affiliate of the Company who was capable
of  evaluating  the merits  and risks of the  shares and had full  access to all
relevant information relating to the Company and its business. Accordingly, this
issuance was deemed to be exempt from  registration  pursuant to Section 4(2) of
the Securities Act and the shares issued are deemed to be restricted  securities
and bear a legend regarding resale restrictions.

         On  December  30,  1999,  the  Company's   principal   shareholder  and
President, Mr. Sun, converted $578,370 of shareholder loan into 1,156,740 shares
of common stock at $0.50 per share. He subsequently sold the shares to Tan Siong
Bee, who is the beneficial holder for TSB International  Inc. Ms. Tan is an aunt
of Mr. Sun and an  accredited  individual.  Mr.  Sun  disclaims  any  beneficial
ownership in these  shares.  The issuance of stock upon  conversion  of debt was
private in nature and the shares were issued to the President of the Company who
was capable of evaluating the merits and risks of the shares and had full access
to  all  relevant   information  relating  to  the  Company  and  its  business.
Accordingly, these issuances were deemed to be exempt from registration pursuant
to Section  4(2) of the  Securities  Act and the shares  issued are deemed to be
restricted  securities  and bear a legend  regarding  resale  restrictions.  The
resale  of these  restricted  shares by the  President  was made  pursuant  to a
claimed  Section  "4  1/2"  exemption  in  which  a  person  (non-issuer)  sells
securities  in a private  transaction  and since  she is a foreign  investor,  a
claimed  Regulation S exemption.  The securities  were held by the President for
eighteen  months prior to conversion and sale to Ms. Bee. The shares received by
TSB  International  are  deemed  to  be  restricted  securities  and  the  stock
certificate bears a legend to that effect.

2000

         In  April  and June  2000,  Mr.  Max Sun  converted  loans  aggregating
$270,400  into  468,500  shares of common  stock.  The  issuance  of stock  upon
conversion  of debt was  private  in nature  and the  shares  were  issued to an
affiliate of the Company who was capable of  evaluating  the merits and risks of
the shares  and had full  access to all  relevant  information  relating  to the
Company and its business.  Accordingly, these issuances were deemed to be exempt
from registration  pursuant to Section 4(2) of the Securities Act and the shares
issued are deemed to be restricted securities and bear a legend regarding resale
restrictions.

         In April and June 2000,  Mr. Steve  Meadows,  Chief  Engineer of CBCom,
Inc.  was issued an  aggregate  of 317,000  shares of common  stock for services
rendered since 1999. The Company has  recognized  compensation  cost of $226,500
and deemed payroll expense of $90,500. The transaction was private in nature and
the  shares  were  issued to an  affiliate  of the  Company  who was  capable of
evaluating  the  merits  and  risks of the  shares  and had full  access  to all
relevant information relating to the Company and its business. Accordingly, this
issuance was deemed to be exempt from  registration  pursuant to Section 4(2) of
the Securities Act and the shares are deemed to be restricted securities.

         On December 30, 2000 Polmont Investments, Ltd. converted loans totaling
$1,142,446 into 2,284,892 shares of common  stock  in accordance with the letter
of  agreement  between  Polmont  Investments Ltd.and the Company dated March 27,
1999.

                                       12
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

      The  following  selected  financial  data is as of and for the years ended
December 31, 2000 and 1999.
                                                    ----------------------------
                                                    December 31,    December 31,
                                                           1999            2000
                                                    ------------   -------------
Statements of Operations Data:             (in thousands, except per share data)
Net sales ........................                      $      -       $      -
Cost of sales ....................
                                                        --------       --------
Gross profit .....................                             -              -
Operating expenses:
  General and administrative .....                         1,772          1,823

  Merger Expense..................                                400
                                                        --------       --------
    Total operating expenses .....                         2,172          1,823
                                                        --------       --------
Income (loss) from operations ....                        (2,172)        (1,823)
Interest expense, net ............                           106          1,218
Other (income) expense, net ......                           (11)
                                                        --------       --------
Income (loss) before income taxes.                        (2,267)        (3,041)
Provision (benefit) for income taxes                           1              1
                                                        --------       --------
Net income (loss) ................                       $(2,268)       $(3,042)
                                                        ========       ========


Net income (loss) per common share:
  Basic ..........................                       $ (0.15)       $ (0.17)
                                                        ========       ========
  Diluted ........................                       $ (0.15)       $ (0.17)
                                                        ========       ========
Common shares used in computing per share amounts:
  Basic ..........................                    15,568,879      17,604,656
                                                      ==========      =========
  Diluted ........................                    15,568,879      17,604,656
                                                      ==========      =========

                                                    December 31,    December 31,
                                                           1999            2000
                                                    ------------   -------------
Balance Sheet Data:                                (in thousands)
Cash and cash equivalents ........                       $    32       $      9
Total assets .....................                           473            209
Total liabilities ................                         1,586          1,558
Total stockholders' equity .......                        (1,113)        (1,350)

                                       13
<PAGE>

Overview

         CBCom,  Inc.  ("the  Company") was  incorporated  under the laws of the
State of  Delaware  on April 23,  1997 and is  registered  to do  business  as a
foreign  corporation  in the State of California.  The strategic  mission of the
Company is to participate in the development of telecommunication, internet, and
information  service  businesses in the People's  Republic of China. The Company
will seek to acquire  existing  Internet  Service  Providers  (ISP)and web based
content  providers  (ICP) and  operate  through a series of  sino-foreign  joint
venture companies.  The Company previously  established a joint venture in order
to operate in the pager  network  business in China;  however,  this venture was
closed  due to the  inability  at that  time to raise  sufficient  capital.  The
Company incurred consecutive losses in 1997, 1998, 1999 and 2000.


      The following table summarizes certain key financial information:
-----------------------------------------------------------------
                                         Change
                               2000       from       1999
                              ($000s)  prior year   ($000s)
-----------------------------------------------------------------
 Net Sales                   $   -                 $   -
-----------------------------------------------------------------
 Gross Profit                $   -                 $   -
-----------------------------------------------------------------
 General and Administrative
   Expenses                  $ 1,823         2%    $ 1,772

-----------------------------------------------------------------
 Merger Expenses            $                      $   400
-----------------------------------------------------------------
Interest Expense,Net        $  1,218               $   107
Other (Income), Net         $                      $    11

-----------------------------------------------------------------
 Provision (Benefit) for
   Income Taxes             $      1               $    1


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


Results of Operations

Fiscal Years Ended December 31, 2000 and December 31, 1999

         The Company has been in the  development  stage since its  inception in
April,  1997.  To date,  there have been no revenues  generated  from any of the
operations  of  the  Company.   General  and  administrative   expenses  consist
principally of business  development  expenses in China,  and salaries and other
overhead  expenses in the United States, as well as legal and other professional

                                       14
<PAGE>

services.  General and administrative expenses increased by 2% from 1999 to year
2000.  The  main  difference   between  1999  and  2000  was  a  large  one-time
compensation  settlement  of  $629,375  to the ex-CEO in 2000  offset by reduced
overhead expenses and write-offs in both the United States and China offices.

         The  total   general   and   administrative   expenses   in  2000  were
approximately the same as in 1999. The difference,  however, is that much of the
Company's business  development  expenses were written off during 1998 and 1999.
During 2000, the Company has written off $81,000 of the expenses of CBCom China,
its  representative  office in  Beijing  which was less than  prior  years.  The
Company wrote off $180,000 in 1999 of funds advanced to CBCom China and recorded
as part of G&A expense.

         CBCom  China  has been  active  in  securing  potential  joint  venture
projects and in the technical development of the Microtron pager. The balance of
the Microtron pager inventory and development expenses amounting to $143,491 was
written  off in 1999 as these  costs  were  determined  to not  have any  future
economic value.

         The  largest   component  of  operating  expense  has  been  management
salaries;  some of the  management  compensation  has been paid by  issuance  of
common stock and some of the salaries remain accrued, not yet paid. In April and
June 2000, the Chief  Engineer was issued 317,000 shares for services  performed
during 1999  through  June 2000  totaling  $226,500.  Although  181,000 of these
shares were converted at $.50 per share, the Company had to record an additional
$90,500 of deemed  payroll  expense as the fair market value of the common stock
was deemed to be $1.00. At December 31, 2000 the Company has salaries payable of
$760,200,  some of which may be converted into common stock. Management salaries
decreased in year 2000 by $260,550 due to the resignation of Frank Zhu, Chairman
of CBCom  China and the  cessation  of salary  payments to Bernard  Luskin,  the
ex-CEO  during  1999.  The  Company  incurred a one time  charge in year 2000 of
$629,375 as a one-time final compensation settlement to the ex-CEO.





                                       15
<PAGE>


         In addition  to  management  salaries,  the most  significant  overhead
expenses  of the Company  have been legal and  accounting  expenses,  and merger
expenses.  The  Company  undertook a merger  with ComVu  Corporation,  a dormant
public shell company  during 1998 and decided to terminate  that merger when the
OTC Bulletin Board (OTCBB)  eligibility  requirements were changed in January of
1999. The Company  undertook and completed a merger with ABBACY  Corporation,  a
public  shell  company in October of 1999.  The Company  recognized  $100,000 of
legal fees in connection with the merger and $250,000 related to the issuance to
the shareholders of Abbacy  Corporation of 250,000 shares of CBCom,  Inc. common
stock valued at $1.00 per share.  Most of the company's legal work was completed
in 1999 and legal expenses decreased by $90,000 in year 2000.

           Interest expense for year 2000 totaled $1,218,817; however all of the
interest expense was non-cash expenditure.  The majority of interest expense was
the total amortization of the remaining prepaid interest of $165,000 relating to
the loan from  Polmont  Investments  Limited  plus  $985,262 of deemed  interest
caused by converting  loans  advanced by Polmont  during 2000 at $0.50 per share
when the fair market  value of the common  stock of the Company was deemed to be
$1.00 per share.  The entire loan was converted to common  stock on December 30,
2000.  The  balance of the  interest  expense  consists  of  interest  waived on
shareholder loans.

Plan of Operation

         CBCom  was   formed  to   develop   telecommunications   projects   and
Internet-related  information  services in the People's Republic of China. CBCom
establishes  joint  venture  partnerships  with  Chinese  companies  having data
networking  technologies or customer bases to which CBCom will contribute United
States  technology  and management  resources.  In order to execute its Business
Plan,  CBCom  plans to list its  common  shares  on the OTC  Bulletin  Board and
undertake a Private  Placement of $5.0-10.0  million.  The funds will be used to
capitalize  the joint venture  partnerships  and acquire  internet  companies in
China.  If CBCom is unable to raise  funds  through  a  Private  Placement,  the
Company will remain  dependent upon its major  shareholders  for funds and would
have to alter its acquisition strategy and timetable.

         To limit the use of valuable cash  reserves,  CBCom will  negotiate its
first  acquisitions  using only CBCom shares.  The terms of any acquisition must
give operating control of the acquired business to CBCom. CBCom will provide the
necessary  operating cash as well as management  and technical  staff to operate
the  consolidated  business.  There is good cause to believe  that owners of the
ISPs in China  will  welcome  the  opportunity  to own stock in a United  States
public company.

                                       16
<PAGE>

         ECommerce has not yet become a mainstream  business in China, as credit
cards  are  essentially  non-existent,  and its  parcel  delivery  services  are
inadequate.  ICP  businesses  offering free  information  and services  financed
solely by web site "banner ads" are not yet profitable. The most secure Internet
revenues are those paid to the Internet Service Providers,  as anyone wishing to
access the Internet must pay access fees.  There is a large profit potential for
ISPs both now and in the foreseeable future.

         Entering this business is attractive,  as start-up costs are relatively
low. This has resulted in a large number of small,  unsuccessful  ISPs and ICPs,
that are under  capitalized.  The  typical  smaller ISP is unable to support its
overhead, even less capable of proper marketing,  and is thus unable to increase
its subscribers enough to turn a profit.

         CBCom plans an aggressive series of mergers,  acquisitions, and service
expansions.  CBCom will offer  convenient  accessibility  through  local  access
numbers  nationwide,  fast access speeds,  high quality  customer  support,  and
user-friendly  services,  all of which are  currently  lacking  in China but are
taken for granted in America.  Internet Content will include unique and targeted
applications  on its  various  web  sites  thereby  drawing  an  ever-increasing
customer  base to its ISP business,  as well as  generating  revenue by charging
fees for specialized information and service web sites.

         In order to quickly  reach a profitable  number of  subscribers,  CBCom
plans to  acquire  a number of  smaller  ISPs and by using  current  technology,
combine  the  existing   customers   into  a  single  ISP.  The   infrastructure
requirements  of a very  small  ISP are  essentially  the same as that of a very
large ISP and the cost to maintain operations are virtually fixed. Therefore the
single  most  important   component  of   profitability  is  a  high  number  of
subscribers.  By acquiring existing  businesses,  CBCom will immediately benefit
from achieving economies of scale.

         CBCom has entered  into a memorandum  of  understanding  with  Shanghai
Stock  Exchange   Communication   Co.,  Ltd.  ("SSECC")  and  Shanghai  Xingtong
Telecommunications  Science & Technology Co., Ltd. to form a Sino-foreign  joint
venture to develop a financial  data  network in China called  "China  Financial
Network" or "CFN".  SSECC is a subsidiary of the Shanghai Stock Exchange  formed
as a joint venture  between  Shanghai  Stock Exchange and Shanghai Stock Central
Clearing Company. The memorandum  contemplates that SSECC will provide access to
its existing satellite communication system as well as licenses, permissions and
rights to use the logo, name and  promotional  information of the Shanghai Stock
Exchange.  Shanghai  Xingtong  Telecommunications  will  participate  in network
design and management to ensure efficient  utilization of the satellite  network
and will  provide  technical  assistance.  CBCom will  provide the  resources to
collect and compile  global  financial  information,  United States  technology,
management resources and capital.

         The memorandum of understanding  anticipates the project planned in two
phases.  Phase I is to market and  distribute  financial  information in Chinese
provided by the  Shanghai  Stock  Exchange  over a network to various  terminals
throughout  China,   exclusively  targeting  Chinese   stockbrokers,   financial


                                       17
<PAGE>

institutions  and  corporate  users.  The  financial  information  provided will
include prices for commodities and futures,  precious  metals,  Asian and global
equities  and  foreign   currencies,   global  market   indexes  and  real  time
international  news and commentary.  The  information  provided will differ from
information  provided by competitors in that it will be entirely in Chinese at a
lower rate. Phase II is to market to individual  consumers  real-time  financial
data,  news  and  on-line  investment  trading  bundled  as  a  single  service,
developing into the equivalent of a commercial Internet Service Provider.

         The  parties to the  memorandum  must enter  into a joint  venture  and
obtain the required  approvals from the Chinese  government  authorities by June
30,  2001  or  lose  the  exclusive  right  to the  use of the  SSECC  satellite
communication system. CBCom has advanced $250,000 in start-up expenses which was
expensed during 1998 and which could be credited toward its capital contribution
to the joint venture  company when the joint venture is completed.  If the joint
venture  has  not  been  set up and  exclusive  licenses  to use  the  satellite
communication network owned by Shanghai Stock Exchange and use the logo and name
of Shanghai Stock  Exchange have not been obtained,  the issuance of promotional
stock to Sinoway, Ltd. could be cancelled.

         CBCom  intends to continue its  development  of the  Microtron  2000 in
addition to the development of the joint venture project for the creation of the
China Financial Network. CBCom believes that the Shanghai Stock Exchange and its
members  provide  a ready  market  for the  sale of the  Microtron  2000 and its
capability to receive stock quotes.

Liquidity and Capital Resources

         The Company has suffered  losses in 1997,  1998,  1999 and 2000 and had
negative working capital in 1997, 1998, 1999 and 2000, respectively. The Company
was funded  initially  by two of its  founding  shareholders  in the  amounts of
$400,000 and  $1,600,000,  respectively.  During 1999,  the Company raised money
through  a  series  of  private   placements   netting  $304,000  after  selling
commissions.  In addition, one of the Company's directors and major shareholders
has provided the Company with loan funds that were convertible into Common Stock
at a price  of  $0.50  per  share  until  April  24,2000  and  $1.00  per  share
thereafter.  Funds loaned to the Company equaled  $679,000 in 1998,  $136,900 in
1999 and $599,706 in 2000.

         One of the  Company's  directors  and major  shareholders  continues to
provide the  Company  with  substantial  financing  sources.  The  director  has
provided a letter of support  indicating  that he pledges to provide  continuous
financial  support  to  enable  the  Company  to  satisfy  its  working  capital
requirements and to complete its commitments to its joint venture projects.  The
Financial  Statements have been prepared assuming that the Company will continue
as a going  concern.  The audit report  indicates that the Company has a limited
operating history,  has incurred substantial losses and at December 31, 2000 has
a shareholders'  deficit and that those conditions raise substantial doubt about
the  company's  ability  to  continue  as a going  concern.  While  there  is no
assurance that funding will be available,  the Company is continuing to actively
seek  funding to complete  its joint  venture  projects and execute its Business
Plan through equity and/or debt financing.  Without outside funding, the Company
is totally  dependent upon its major  shareholders  and would need to reconsider
its Business Plan.


                                       18
<PAGE>

RISK FACTORS

CBCom is currently operating at a loss.

          CBCom has had no revenue to date and has had significant losses. CBCom
has been  forced to borrow  funds to  maintain  its  operations.  Its ability to
develop operations is dependent upon its ability to generate sales of its paging
units,  to develop an ISP  business or to develop the proposed  China  Financial
Network.  Due  to  the  Company's  poor  financial   condition,   the  Company's
independent  certified public accountants modified their report on the Company's
December 31, 2000 financial  statements to include an  explanatory  paragraph in
which they express  substantial doubt about the Company's ability to continue as
a going concern.

CBCom commenced operations in 1997 and has a limited operating history.

         CBCom  commenced  operations in 1997 and has only a limited  history of
operations which to date have not been profitable. Its operations are subject to
the risks and  competition  inherent in the  establishment  of a relatively  new
business  enterprise.  There can be no assurance that future  operations will be
profitable.  Revenues and  profits,  if any,  will depend upon various  factors,
including market acceptance of its concepts,  market awareness,  reliability and
acceptance of the  Internet,  dependability  of its  distribution  network,  and
general economic  conditions.  There is no assurance that CBCom will achieve its
expansion  goals and the  failure  to achieve  such goals  would have an adverse
impact on it.

Need for additional capital.

         CBCom needs additional capital in order to implement its business plan,
to continue its operations and pay outstanding  liabilities.  CBCom  anticipates
that it will seek to raise additional  capital through the sale of its equity or
debt  securities or through  borrowings from  commercial  lending  institutions.
CBCom has no commitments  from any financial  sources for such funding and there
is no  assurance  that  CBCom  will be able to  locate  any  such  funding.  The
inability of CBCom to raise additional  capital could result in its inability of
continue its operations.

Prior joint venture did not succeed.

         CBCom entered into an earlier joint venture for the  development of its
paging  network.  CBCom was unable to provide the  capital  required to fund the
joint venture and the term of the joint  venture  expired  without  development.
There is no assurance  that CBCom will be able to provide the funding  necessary
in the  proposed  joint  venture  with  SSECC.  If it is unable to provide  such
capital,  the proposed  business  plan of the joint venture would not be able to
continue.

Enforceability of certain civil liabilities.

         Certain of CBCom's  officers and  directors  reside  outside the United
States.  Many of the assets of these persons are, and CBCom  anticipates  that a
substantial  portion of the assets that may  developed or acquired by it will be
located  outside the United  States.  As a result,  it may not be  possible  for


                                       19
<PAGE>

investors  to effect  service of process  within  the  United  States  upon such
persons, or to enforce against CBCom's assets or against such personal judgments
obtained in United States courts predicated upon the liability  provisions,  and
most  particularly  the  civil  liability  provisions,   of  the  United  States
securities laws or state corporation or other law.

Investment in Far East generally.

         The Company  anticipates  that it will initially  focus its development
efforts on telecommunication projects and opportunities located in China and the
Far East.  Because of government  controls and lack of  established  information
systems,  information  regarding  projects in which the Company may  participate
located in China and the Far East will be difficult for United States  investors
to obtain and investors will be unable to track the progress of the Company.  In
addition,  if the Company begins  operations in China or the Far East it will be
subject to the risks  incident to the  ownership  and  operation  of  businesses
therein.  These risks include,  among others, the risks of internal political or
civil  unrest,  war,  or  government  restrictions.  These risks are dynamic and
difficult  to  quantify.  The  Company  will be  subject  to the risks  normally
associated with changes in general national economic  conditions or local market
conditions,  competition,  patronage,  changes in market rates,  and the need to
periodically upgrade and replace equipment to maintain desirability,  and to pay
the costs thereof.  Although many of the governments of the countries of the Far
East have liberalized  policies on international  trade,  foreign  ownership and
development,   investment,   and   currency   repatriation,    increasing   both
international  trade and  investment  accordingly,  such  policies  might change
unexpectedly.  The  Company  will  be  affected  by the  rules  and  regulations
regarding   foreign   ownership  of  real  and  personal   property,   including
telecommunication  switching stations, land lines and other property. Such rules
may  change  quickly  and  dramatically  which  may have an  adverse  impact  on
ownership and may result in a loss without recourse of property or assets of the
Company.  Hong Kong is in a period of transition from British control over it to
control by China.  It is uncertain what changes may result from such  transition
with  regard  to  business,   foreign   property   ownership,   restrictions  on
development, taxes or other factors.

Investment in China in particular.

         Because the  operations  of the  Company are  expected to be based to a
substantial  extent in  China,  the  Company  will be  subject  to the rules and
restrictions  governing  China's  legal and  economic  system as well as general
economic and political conditions in that country. These include the following:

         Political  and  Economic  Matters.  Under its current  leadership,  the
government of the People's  Republic of China ("PRC") has been pursuing economic
reform policies,  which include the  encouragement of private economic  activity
and greater economic decentralization.  There can be no assurance, however, that
the Chinese  government  will  continue to pursue  such  policies,  or that such
policies will be successful if pursued.  Changes in policies made by the Chinese
government may result in new laws,  regulations,  or the interpretation thereof,
confiscatory  taxation,  restrictions on imports,  currency  devaluations or the
expropriation  of private  enterprise  which may, in turn,  adversely affect the


                                       20
<PAGE>

Company.  Furthermore,  business  operations in China can become  subject to the
risk of  nationalization,  which could result in the total loss of ownership and
control of any assets or  operations  that may be  developed  by the  Company in
China. Also, economic  development may be limited by the imposition of austerity
measures  intended  to  reduce  inflation,  the  inadequate  development  of  an
infrastructure,  and the potential  unavailability  of adequate power and water,
transportation, communication networks, raw materials and parts.

         Legal  System.  The PRC's legal  system is a civil law system  based on
written  statutes.  Unlike the common law system in the United  States,  decided
legal cases in the PRC have little  value as  precedents.  Furthermore,  the PRC
does not  have a  well-developed  body of laws  governing  foreign  enterprises.
Definitive  regulations  and  policies  with  respect  to  such  matters  as the
permissible  percentage of foreign  investment and  permissible  rates of equity
returns  have  not yet  been  published,  statements  regarding  these  evolving
policies have been  conflicting,  and any such policies,  as  administered,  are
likely to be  subject to broad  interpretation  and  modification,  perhaps on a
case-by-case basis. As the legal system in the PRC develops with respect to such
new forms of  enterprise,  foreign  investors  may be adversely  affected by new
laws, changes in existing laws (or interpretation thereof) and the preemption of
provincial or local laws by national laws. The Company's operations in China, if
any are  developed  (of which  there can be no  assurance)  will be  subject  to
administrative review and approval by various national and local agencies of the
PRC  government.  Management  intends that the Company's  operations will comply
with applicable administrative requirements; however, there is no assurance that
the Company will be able to timely obtain the necessary administrative approvals
for any projects that it determines to develop.

         Foreign Currency Exchange. The Renminbi ("Rmb"), the currency of China,
is not a freely  convertible  currency.  Both  conversion  of Rmb  into  foreign
currencies  and the  remittance of Rmb abroad are subject to the PRC  government
approval.  The Company intends to develop  telecommunication  systems in the Far
East including  China and  anticipates  that initially it may earn revenues,  if
any, and incur costs, in Rmb.

         Prior to  January  1, 1994,  Rmb  earned  within  China were not freely
convertible into foreign currencies except with government permission,  at rates
determined  at  swap   centers,   where  the  exchange   rates  often   differed
substantially  from the official rates quoted by the People's Bank of China.  On
January  1, 1994,  the  People's  Bank of China  introduced  a managed  floating
exchange  rate  system  based on the market  supply and demand and  proposed  to
establish a unified foreign exchange  inter-bank  market among designated banks.
In place of the  official  rate and the swap center rate,  the People's  Bank of
China  publishes  a daily  exchange  rate for Rmb  based on the  previous  day's
dealings in the  inter-bank  market.  It is expected  that swap  centers will be
phased out.  However,  the  unification  of  exchange  rates does not imply full
convertibility  of Rmb into United States  dollars or other foreign  currencies.
Payment for imported  materials and remittance of earnings  outside of China are
subject  to the  availability  of foreign  currency  which is  dependent  on the
foreign currency-denominated  earnings of the entity or allocated to the Company
by the government at official exchange rates.

                                       21
<PAGE>

         Approval for exchange at the exchange  center is granted to enterprises
in China for valid reasons such as purchases of imported goods and remittance of
earnings.  While conversion of Rmb into dollars or other foreign  currencies can
generally be effected at the exchange center,  there is no guarantee that it can
be  effected  at all  times.  There  is  still  uncertainty  as to  how  foreign
enterprises  will be treated under this new system or whether the system will be
changed again in the future. In the event of shortages of foreign currency,  the
Company may be unable to convert  sufficient  Renminbi into foreign  currency to
enable it to comply with foreign currency payment obligations it may have.

         PRC  Regulation  of the  Telecommunications  Industry.  The Ministry of
Posts  and  Telecommunications  (the  "MPT")  regulates  the  telecommunications
industry in China.  The MPT  directly  or  indirectly  regulates  entry into the
telecommunications industry, scope of permissible business,  interconnection and
transmission line arrangements,  technology and equipment  standards,  and other
aspects of the Chinese  telecommunications  industry.  Such regulation may limit
the Company's  flexibility to respond to certain development  opportunities.  In
addition,  changes in the  regulations  or policies  governing  such  regulatory
framework  could have an adverse effect on the Company.  The Company may have to
obtain  certain  licenses,  if  required,  from the MPT in order to commence its
proposed  business.  There is no  assurance  that it will be able to obtain such
licenses,  or if obtained,  that they will not be untimely revoked or suspended.
The rates that the Company will be  permitted  to charge for  telecommunications
services, if any are developed,  are subject to regulation by the State Planning
Commission,  the MPT, and relevant Provincial Price Bureaus.  Once authorized by
such regulatory agencies,  there can be no assurance that changes in the tariffs
and rates would not have a material  adverse effect on any Company  business and
results of operations, if any had been developed.  Management and affiliates own
enough  shares to control  shareholder  vote.  CBCom's  executive  officers  and
directors  beneficially own approximately  17.6% of the outstanding common stock
of CBCom.  These  officers and directors do not have  controlling  interest over
matters requiring shareholder approval. Over 6,500,000 shares of the outstanding
common  stock  of  CBCom is owned by  companies  or  individuals  with  familial
relationships  to the officers and directors of CBCom,  over which such officers
and directors claim no beneficial  ownership or voting control.  However,  taken
together the shares owned by the  executive  officers  and  directors  and those
individuals or entities with familial  relationships  have controlling  interest
over matters requiring stockholder approval, including the election of directors
and the  approval  of  material  corporate  matters  such as change  of  control
transactions.  The  effects of such  control  could be to delay or  prevent  any
attempt to change  control of CBCom  instigated by  shareholder  action  without
management support.

Issuance of future shares may dilute investors share value.

         The  Certificate of  Incorporation  as amended of CBCom  authorizes the
issuance of 80,000,000 shares of common stock and 20,000,000 shares of preferred
stock.  The future  issuance of all or part of the remaining  authorized  common
stock may result in  substantial  dilution in the  percentage  of the  Company's
common stock held by the its then existing  shareholders.  Moreover,  any common
stock  issued in the future may be valued on an  arbitrary  basis by CBCom.  The
issuance of the Company's  shares for future  services or  acquisitions or other
corporate  actions may have the effect of diluting  the value of the shares held
by investors,  and might have an adverse effect on any trading market,  should a
trading market develop for the Company's common stock.

The possibility of CBCom issuing  preferred  stock with certain  preferences may
depress market price of the common stock.
                                       22
<PAGE>

         CBCom  has  20,000,000   shares  of   non-designated   preferred  stock
authorized  which it may  issue  from  time to time by  action  of the  Board of
Directors.  The Board of Directors may designate  series or classes of preferred
shares without  shareholder  consent which  designations may give the holders of
the  preferred  stock  voting  control  and other  preferred  rights  such as to
liquidation and dividends. The authority of the Board of Directors to issue such
stock  without  shareholder  consent may have a depressive  effect on the market
price of CBCom's common stock even prior to any such  designation or issuance of
the preferred stock.

The  possibility  of issuing  preferred  stock for  anti-takeover  effect  could
prevent takeovers favored by shareholders.

         The Board of Directors has the authority,  without further  approval of
stockholders,  to issue  preferred  stock,  having such rights,  preferences and
privileges as the Board of Directors may determine.  Any such issuance of shares
of  preferred  stock,  under  certain  circumstances,  could  have the effect of
delaying or preventing a change in control of CBCom or other  take-over  attempt
and could  adversely  materially  affect  the rights of holders of shares of the
common stock.

Officers and directors have limited liability and have indemnity rights.

         The  Certificate  of  Incorporation  and By-Laws of CBCom  provide that
CBCom  indemnify  its  officers  and  directors   against  losses  sustained  or
liabilities  incurred  which arise from any  transaction  in such  officer's  or
director's  respective  managerial  capacity  unless  such  officer or  director
violates a duty of loyalty,  did not act in good faith,  engaged in  intentional
misconduct  or knowingly  violated the law,  approved an improper  dividend,  or
derived an improper benefit from the transaction.  The Company's  Certificate of
Incorporation  and By-Laws  also  provide for the  indemnification  by it of its
officers and directors against any losses or liabilities incurred as a result of
the manner in which such officers and directors  operate the Company's  business
or  conduct  its  internal  affairs,  provided  that in  connection  with  these
activities they act in good faith and in a manner which they reasonably  believe
to be in, or not opposed to, the best interests of the Company and their conduct
does  not  constitute  gross  negligence,  misconduct  or  breach  of  fiduciary
obligations.

Penny Stock Regulation

         Upon  commencement  of trading in the Company's  stock,  if a market is
developed  and if the Company is accepted for trading on the OTC Bulletin  Board
(of which there can be no assurance) the Company's  common stock may be deemed a
penny stock.  Penny stocks generally are equity  securities with a price of less
than  $5.00 per share  other than  securities  registered  on  certain  national
securities exchanges or quoted on the Nasdaq Stock Market, provided that current
price and volume  information with respect to transactions in such securities is
provided by the exchange or system.  The Company's  securities may be subject to
"penny  stock  rules" that impose  additional  sales  practice  requirements  on
broker-dealers  who sell such  securities  to  persons  other  than  established
customers and  accredited  investors  (generally  those with assets in excess of
$1,000,000 or annual income exceeding  $200,000 or $300,000  together with their
spouse).  For transactions covered by these rules, the broker-dealer must make a
special  suitability  determination for the purchase of such securities and have

                                       23
<PAGE>

received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt, the "penny stock rules" require the delivery,  prior to the transaction,
of a disclosure  schedule  prescribed  by the  Commission  relating to the penny
stock market.  The broker-dealer  also must disclose the commissions  payable to
both the broker-dealer and the registered  representative and current quotations
for the securities.  Finally,  monthly statements must be sent disclosing recent
price  information  on the limited  market in penny  stocks.  Consequently,  the
"penny  stock  rules" may  restrict  the ability of  broker-dealers  to sell the
Company's  securities.  The foregoing required penny stock restrictions will not
apply to the Company's  securities if such securities maintain a market price of
$5.00 or  greater.  There can be no  assurance  that the price of the  Company's
securities will reach or maintain such a level.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

            See Item 13 of this Report.

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

            None

                              PART      III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Name                         Age                        Title

Chian Yi (Max) Sun           36       Chairman of the Board, President, Director

Charles A. Lesser            54       Secretary,  Treasurer,   Chief   Financial
                                      Officer, Director

Gordon Xia Gao               31      General Manager, CBCom China and Director

MR. MAX SUN is Chairman,  President,  and a Director of the Company  since 1997.
Mr. Sun  founded  and was  President  of  Microtron,  Inc.,  a company  that has
developed and distributed  pagers in China.  Mr. Sun was a founding  shareholder
and Senior Vice  President,  International,  of Amtec,  Inc.  an American  Stock
Exchange Company constructing  telecommunications networks in China. Previously,
he was founder and President of  Interactive  TeleVideo,  Inc.  (ITV), a company
that  designed  interactive  circuitry  network  products.  Mr.  Sun has been an
investment  banker in Hong Kong and China. He holds a Bachelor of Arts degree in
Accounting from New York University.

Mr. CHARLES A. LESSER is Secretary,  Treasurer,  Chief  Financial  Officer and a
Director of the Company  since June,  1997.  Prior to joining  CBCom,  Inc.  Mr.
Lesser has served as an independent  Consultant to early stage  companies.  From
1994-1995, he was Vice President of Worldwide Corporate Finance, a company which
raised private capital.  Previously,  Mr. Lesser was Chief Financial  Officer of
Weider  Sporting  Goods,  Inc., a  manufacturer  and  distributor  of health and
fitness products. He has worked as both a management consultant and auditor with
Alder, Green & Hasson in Los Angeles,  KPMG Peat Marwick in Houston and Deloitte
& Touche in Johannesburg,  South Africa.  He holds an M.B.A. from the University

                                       24
<PAGE>

of the Witwatersrand in South Africa and a B.A. in Economics from the University
of Pittsburgh in Pennsylvania.

MR.  GORDON GAO is a Director  since 1997,  a founding  shareholder  and General
Manager of CBCom China, a representative  office of CBCom. His area of expertise
is telecommunications market development and fund raising. From 1995 to 1997, he
was  President of Beijing  CBCom  Telecommunications  and  Consulting  Co. Ltd.,
developing  a pager  for use in the  Chinese  market.  From  1993  to  1995,  he
wasExecutive  Assistant,  Director of Domestic  Branch  Offices and  Director of
Foreign  Investment and  Fund-raising  for Catch  Communications  Group, a major
telecommunications  company  in  China.  Mr.  Gao  has  extensive  start-up  and
operational  experiences in the paging industry in China.  Mr. Gao is a computer
science graduate of Beijing University.

ITEM 10 -- EXECUTIVE COMPENSATION

     The following table  summarizes the  compensation for the three most recent
fiscal periods ended December 31, 2000,  December 31, 1999 and December 31, 1998
of our Chief  Executive  Officer  and the three  most  highly  compensated other
executives and officers whose total annual salary and bonus exceed $100,000.
<TABLE>
<S>                                <C>        <C>           <C>          <C>            <C>            <C>
                           SUMMARY COMPENSATION TABLE
                                                        ANNUAL COMPENSATION               LONG TERM COMPENSATION
                                              ---------------------------------------   --------------------------
                                                                             OTHER       RESTRICTED     SECURITIES
                                                                            ANNUAL          STOCK       UNDERLYING
                                                               BONUS        COMPEN-        AWARDS         OPTIONS/
 NAME AND PRINCIPAL POSITION(1)      YEAR      SALARY($)        ($)       SATION ($)          ($)           SARS
--------------------------------   --------   -----------   ----------   ------------   ------------   -----------
Bernard J. Luskin, former            2000      $629,375            0              0              0       (500,000)
Chairman and Chief                   1999       131,250            0              0              0        500,000
Executive Officer   (1)              1998       350,000     $100,000              0        250,000              0

Chian Yi (Max) Sun                   2000      $150,000            0              0              0        300,000
Chairman and President (2)           1999       150,000            0              0              0              0
                                     1998       150,000            0              0              0        312,500

Charles A. Lesser                    2000      $150,000            0        $16,000              0        250,000
Chief Financial Officer  (3)         1999       150,000            0         16,000              0        250,000
                                     1998       150,000            0         16,000        125,000        150,000

Gordon Gao                           2000      $120,000            0              0              0        150,000
General Manager, CB   (2)            1999       120,000            0              0              0              0
China                                1998       120,000            0              0              0        125,000

</TABLE>
                                       25
<PAGE>

(1) Mr.  Luskin  left  the  company  during  1999  and  his salary and bonus was
accrued through May 15, 1999 in accordance with his settlement agreement. During
2000, a final settlement was agreed amounting to $629,375.  At December 31, 2000
no compensation is still owed. Under the terms of the settlement agreement,  Mr.
Luskin's  stock  options have been  cancelled  and revert back to the  company's
stock option plan.
 (2) The total salary amount for 1999 and 2000 has been accrued. The company was
unable to pay compensation and in December,  1999 offered to convert the amounts
owed into Common  Stock at a price of $1.00 per share,  the current  fair market
value. Salaries due for 1997 and 1998 had been converted at December,  1998 into
Common stock at $0.50 share, the fair market value at that time.
 (3) Salary of $75,000  for 2000 has been  accrued.  The  company has offered to
convert the amounts  owing into Common Stock at a price of $1.00 per share,  the
current market value at December,  1999. Other Compensation  consists of an auto
allowance and contribution to the company's 401 (k) plan.

OPTION/SAR GRANTS IN LAST FISCAL PERIOD

         The following  table sets forth the information  concerning  individual
grants of stock options and stock appreciation rights ("SARs") during the period
ended December 31, 2000.  All of the options  granted in the year ended December
31, 2000 have terms of ten (10) years.  A total of 850,000  options were granted
to four employees and one  consultant in the 12-month  period ended December 31,
2000 under CBCom's 1998 Employee Stock Option Plan.

OPTION/SAR GRANTS IN LAST FISCAL PERIOD

<TABLE>
<CAPTION>
                                                       INDIVIDUAL GRANTS
                                 -------------------------------------------------------------
<S>                               <C>              <C>               <C>            <C>
                                    NUMBER OF        % OF TOTAL
                                   SECURITIES       OPTIONS/SARS
                                   UNDERLYING        GRANTED TO      EXERCISE OR
                                  OPTIONS/SARS      EMPLOYEES IN     BASE PRICE     EXPIRATION
             NAME                  GRANTED(#)      FISCAL PERIOD       ($/SH)          DATE
------------------------------   --------------   ---------------   ------------   -----------

Max Sun           ..........2000      300,000            35.3%       $ 1.00          06/30/10
Charles A. Lesser...........2000      150,000            17.6%       $ 1.00          06/30/10
Gordon Gao       ...........2000      150,000            17.6%       $ 1.00          06/30/10
Steven Meadows   ...........2000      150,000            17.6%       $ 1.00          06/30/10
</TABLE>



                                       26
<PAGE>



--------------------------------------------------------------------------------
                        Aggregated Option Exercises in the 2000 Fiscal Year
                                 and Fiscal Year-End Option Value
--------------------------------------------------------------------------------
                              Number of Securities          Value of Unexercised
                    Underlying Unexercised Options          In the Money Options
                         Exercisable/Unexercisable     Exercisable/Unexercisable

--------------------------------------------------------------------------------
Chian Yi (Max) Sun             462,500/150,000                   $179,688/$0.00
Charles A. Lesser              575,000/75,000                    $287,500/$0.00
Hong Wei (Frank)Zhu            187,500/0                         $107,813/$0.00
Gordon Gao                     200,000/75,000                    $71,875/$0.00
Steven Meadows                 200,000/75,000                    $71,875/$0.00
--------------------------------------------------------------------------------

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table contains information regarding the shareholdings of
CBCom's current  directors and executive  officers and those persons or entities
who  beneficially  own more than 5% of its common  stock  (giving  effect to the
exercise of warrants or options  exercisable within sixty days held by each such
person or entity):

                                             Amount of Common       Percent of
                                             Stock Beneficially     Common Stock
                                             Owned (1) (2)            Owned (2)

Chian Yi (Max) Sun (3)                            2,368,500              11.4%
President, Director
52, Jalan Kelochor
Kota Bharu, Kelantan, Malaysia

Charles A. Lesser (4)                               777,500               3.7%
Chief Financial Officer, Director
5801 Serrania Avenue
Woodland Hills, California 91367

                                       27
<PAGE>

Gordon Xia Gao (5)                                  697,500               3.0%
Director
484 E California Blvd #11
Pasadena, California 91106

Wong Lip Ting                                     1,250,000               6.2%
Wake Little Treasure Ltd.
297 Prince Edward Road, Suite 6A
Erin Court, Hong Kong

Soon Cheh Siong
Jesmax Investment Ltd. (6))                       1,200,000               5.9%
Suite 12.33, Petama Komplek
Jalan Tunku Abdul Rahman
50100 Kuala Lumpur, Malaysia

TSB International Inc. (7)                        1,156,740               5.7%
Havelet Trust Co (BVI) Ltd.
Box 3186, Abbott Building
Road Town , Tortola,
British Virgin Islands

Ren Zhen Tian (8)                                 1,200,000               5.9%
7C, 1 Block Jia 2
Zuo Jia Zhuang Road
Chao Yang District
Beijing, China

Sinoway Co. Ltd. (9)                              1,250,000               6.2%
191 Java Road
North Point, Hong Kong

Sun Chiah Yee (10)                                3,594,892              17.8%
Polmont Investments, Ltd.
126, Jalan Dedap, Ampang Prima Jaya
68000 Ampang
Selangor, Malaysia

All directors and                                 3,768,500              17.6%
executive officers as
a group (3 persons) (11)

--------------------
(1)      Based upon 20,232,632 outstanding shares of common stock.
(2)      Assumes  exercise  of  warrants,  options or other  rights,  if any, to
         purchase  securities held by the named shareholder  exercisable  within
         sixty days of the date hereof.
(3)      Includes  906,000 shares owned directly by Mr. Sun and 1,000,000 shares
         held by Joy Luck  Communication  Ltd. of which Mr. Sun may be deemed to
         be the beneficial  owner.  Mr. Sun also has options to purchase 612,500
         shares,  of which  462,500  are  exercisable  within  60 days at prices
         ranging between $.425 and $1.00 per share.
(4)      Mr. Lesser has options to purchase 650,000 shares  of  common  stock of
         which  575,000 are exercisable within 60 days at prices ranging between
         $.425 and $1.00 per share.

                                       28
<PAGE>

(5)      Mr. Gao has options to purchase 275,000 shares of common stock held, of
         which 200,000  are  exercisable  within  60 days at prices of $.425 and
         $1.00 per share.
(6)      Beneficially  owned by Mr. Soon Cheh Siong,  familially  related to Max
         Sun,  President and a director of the  company.  Mr.  Soon  also  holds
         200,000 shares in his own name. Mr. Sun disclaims beneficial  ownership
         of any of these shares.
(7)      Beneficially owned by Tan Siong  Bee,  familially  related  to Max Sun,
         President  and a  director  of the Company.  Ms. Tan also holds 300,000
         shares in her own name. Mr. Sun disclaims  beneficial  ownership of any
         of these shares.
(8)      Beneficially  owned by persons who are  familially  related to Zhu Hong
         Wei, a director of the Company.  Mr. Zhu disclaims beneficial ownership
         of these shares.
(9)      Beneficially  owned  by  Zhu  Yi  Wei  who  is  both  the   controlling
         shareholder and director of Sinoway Co. Ltd. (10) Polmont  Investments,
         Ltd.,  converted a  promissory note on December 30, 2000 into 2,344,892
         shares of common stock. Ms. Sun owns 1,250,000  shares in her own name.
         Ms. Sun, the principal owner of Polmont,  is the sister of Mr. Max Sun,
         the Company's President  and a director  of the  Company.  Mr.  Max Sun
         disclaims beneficial ownership of Ms. Sun's or Polmont's shares.
(11)     Includes options to purchase 1,537,500 shares.

ITEM  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Since inception,  Mr. Max Sun, President,  a director,  and controlling
shareholder,  has extended credit to CBCom and is expected to continue to extend
credit to it. CBCom has executed a note for the funds  borrowed from Mr. Sun. On
April 24, 1998 CBCom  converted  $1,600,000 of its  outstanding  note and issued
8,000,000  shares of common stock to Mr. Sun or designee.  The outstanding  note
provides for interest at 7% per annum but such  interest  charge has been waived
by Mr. Sun. The note also contains conversion rights for all outstanding amounts
owed  subsequent  to April 24,  1998,  at a  conversion  rate of $.50 per share.
Between April 24, 1998 and December 31, 1998, $160,000 of the loan was converted
into  320,000  shares of common  stock.  During  1999,  $648,370 of the loan was
converted  into  1,296,740  shares of common  stock.  On April 24, 2000 the note
renewed and the conversion price was increased to $1.00 per share to reflect the
market value at that time. During 2000,  $270,400 of the loan was converted into
468,500 shares. At December 31, 2000 the balance owed to Mr. Sun was $329,306.

         Polmont  Investments,  Ltd. has agreed to pay on behalf of CBCom, Inc.,
through sale of up to 800,000 of the Amtec,  Inc. shares owned by it, the agreed
funds payable to Mr.  Bernard  Luskin in regard to CBCom's  settlement  with Mr.
Luskin.  Polmont  Investments,  Ltd., a British Virgin Islands  corporation,  is
controlled by a  shareholder  of CBCom and the sister of the president of CBCom,
Inc. According to a letter of agreement dated March 27, 1999, Polmont had agreed
to accept  repayment  in the form of shares of CBCom,  Inc.  valued at $0.50 per
share.  On  December  30, 2000  Polmont  converted  its entire  loan  balance of
$1,142,446  into  2,284,892  shares of common stock of the Company.  The Company
recorded  $985,262  of deemed  interest  expense on the  difference  between the
conversion  price of $0.50 per share and the deemed fair  market  value of $1.00
per share for all funds advanced by Polmont during the year 2000.


                                       29
<PAGE>

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

         (a)   See Index to Financial Statements  immediately  following Exhibit
               Index

         (b    There were no reports filed on Form 8-K.


         (c)   Exhibits

EXHIBIT NO.   DESCRIPTION OF EXHIBIT                          MANNER OF FILING

1.1           Agreement and Plan of Merger and amendment      Form 10SB12G dated
              thereto between Abbacy Corporation and          December 11, 2000
              CBCom, Inc. dated September 24, 1999

1.2           Certificate of Incorporation of CBCom, Inc.
              and amendments                                    *

1.3           By-Laws of CBCom, Inc.                            *

10.1          CBCom, Inc. 1998 Stock Option Plan                *

10.2          Convertible Promissory Note, due April 24,
10.2.1        2001 between CBCom, Inc. and Max Sun             herein

10.3          Convertible Promissory Note, due April 24,        *
              2000 between CBCom, Inc. and Max Sun

10.4          Memorandum of Understanding between CBCom,        *
              Inc., Shanghai Stock Exchange Communications
              Co. and Shanghai Xingtong Telecommunications
              Science and Technology, Ltd.

10.5          Office Lease  between  Cornerstone  Suburban      *
              Office,  L.P. and CBCom,  Inc. dated January
              1, 2000

10.6          Settlement Agreement Between Radio, Computer      *
              &  Telephone,  Inc. and CBCom,  Inc.,  dated
              April 16, 1999 regarding pager technology.

10.7          Letter of Agreement between Polmont  Investment   *
              Limited  and CBCom,  Inc.  dated March 27, 1999
              regarding  loan of securities as collateral for
              the employment agreement of Bernard Luskin.

27            Financial Data Schedule                           herein

*     Included with the filing of the Form-10SB12G

                                       30
<PAGE>















                                   CBCOM, INC.
                          (a development stage company)

                     REPORT ON AUDITED FINANCIAL STATEMENTS


                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
































                                       31
<PAGE>

                                   CBCOM, INC.
                          (a development stage company)

                          INDEX TO FINANCIAL STATEMENTS




Report of Independent Certified Public Accountants                  F-2

Financial Statements
     Balance Sheets                                                 F-3
     Statements of Operations                                       F-4
     Statements of Shareholders' Deficit                            F-5 - F-6
     Statements of Cash Flows                                       F-7 - F-8

Notes to Financial Statements                                       F-9







































                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors
CBCom, Inc. (a development stage company)

We have audited the accompanying  balance sheets of CBCom,  Inc., (a development
stage  company) as of December 31, 1999 and 2000 and the related  statements  of
operations,  stockholders'  deficit, and cash flows for the years ended December
31, 1999 and 2000. We also audited the statements of  operations,  stockholders'
deficit,  and cash flows for the period from inception  (April 23, 1997) through
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
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of CBCom,  Inc. at December 31,
1999 and 2000 and the results of its operations and its cash flows for the years
ended 1999 and 2000,  and the period from  inception  (April 23,  1997)  through
December 31, 2000, in conformity with generally accepted  accounting  principles
in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has a limited operating history, has incurred
substantial  losses,  and at December 31, 2000, has a working capital deficiency
and  shareholders'  deficit  that raise  substantial  doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


                                                              BDO International



------------------------
Shanghai, PRC
February 7, 2001



                                      F-2


      <PAGE>
                                   CBCOM, INC.
                          (a development stage company)
                                 BALANCE SHEETS
                                                         December 31,
                                                 -------------------------------
                                                         1999             2000
ASSETS                                           -------------    --------------
Current assets:
   Cash                                        $       31,844   $         9,241
   Prepaid expenses                                     4,771                 -
                                                -------------    --------------
Total current assets                                   36,615             9,241

Furniture, fixtures and equipment, net (Note 2)        53,288            34,404
Other assets:
   Deposits                                            19,897            29,722
   Prepaid interest (Note 7)                          165,000                 -
   Prepaid rent in Beijing representation
               office (Note 6)                        197,917           135,416
                                                -------------    --------------
Total other assets                                    382,814           165,138
                                                -------------    --------------
Total assets                                   $      472,717   $       208,783
                                                =============    ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                             $      331,412   $       261,526
  Salaries payable - Former CEO (Note 6)              363,649                 -
  Salaries payable - Employees                        557,250           760,200
  Accrued expenses                                    129,922           159,775
  Income tax payable                                    2,400             3,200
  Capital lease obligation - current (Note 6)          32,433            32,433
  Loan payable - shareholders (Note 5)                 11,988            11,988
                                                -------------    --------------
Total current liabilities                           1,429,054         1,229,122
                                                -------------    --------------
Loan payable - shareholders (Note 5)                                    329,306
Loan from a related party (Note 5)                    157,184                 -
                                                -------------    --------------
Total liabilities                                   1,586,238         1,558,428
                                                -------------    --------------
Commitments and Contingencies (Notes 5, 6, 7, and 8)

Shareholders' deficit:
   Common stock at par value of $0.001
     per share, 80,000,000 shares                      17,212            20,233
     authorized, 17,212,240 and 20,232,632
     shares issued and outstanding,
     respectively (Notes 7 and 8)
  Paid-in capital                                   6,021,944         8,824,966
   Subscription receivable                             (1,300 )          (1,250)
  Accumulated deficit during the development stage (7,151,377 )     (10,193,594)
                                                -------------    --------------
Total shareholders' deficit                        (1,113,521 )      (1,349,645)
                                                -------------    --------------
Total liabilities and shareholders' deficit    $      472,717   $       208,783
                                                -------------    --------------
                 See accompanying notes to financial statements.
                                      F-3
<PAGE>

                                   CBCOM, INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS
<TABLE>
<S>                                <C>                  <C>                 <C>
                                         Year ended December 31,               From Inception
                                                                            (April 23, 1997) to
                                                                                December 31,
                                     ------------------------------------
                                         1999                 2000                   2000
                                    ----------------     ---------------     ---------------------
Net sales                          $               -    $              -    $                    -

Cost of sales                                      -                   -                         -
                                    ----------------     ---------------     ---------------------
Gross profit                                       -                   -                         -

General and administrative expense         1,771,692           1,822,600                 8,443,203

Merger transaction expense (Note 7)          399,950                   -                   399,950
                                    ----------------     ---------------     ---------------------
Loss from operations                      (2,171,642 )        (1,822,600 )              (8,843,153 )

Other income (expense):
  interest expense, net                     (106,698 )        (1,218,817 )              (1,341,686 )
   Other, net                                 10,905                   -                    (5,555 )
                                    ----------------     ---------------     ---------------------
Loss before income taxes                  (2,267,435 )        (3,041,417 )             (10,190,394 )

Income tax provision (Note 3)                    800                 800                     3,200
                                    ----------------     ---------------     ---------------------
Net loss                           $      (2,268,235 )   $    (3,042,217 )    $        (10,193,594 )
                                    ================     ===============      ====================
Weighted average number of
common shares outstanding                 15,568,879          17,604,656
                                    ================     ===============
Basic and diluted loss per share   $           (0.15 )   $         (0.17 )
                                   =================     ===============
</TABLE>

                 See accompanying notes to financial statements.









                                      F-4


<PAGE>

                                   CBCOM, INC.
                          (a development stage company)

                       STATEMENTS OF SHAREHOLDERS' DEFICIT
                               (See Notes 7 and 8)
<TABLE>
<S>                                                    <C>       <C>       <C>         <C>            <C>           <C>
                                                                            Additional
                                                                             Paid-In       Stock       Accumulated
                                                        Shares     Amount     Capital    Subscription    Deficit       Total
                                                      ----------  -------   ----------  ------------   -----------   ---------
Issuance of stock for cash ($.20 per share)            2,000,000 $  2,000  $   398,000 $           -  $          -  $  400,000
Issuance of stock for assets ($.20 per share)            937,500      937      186,563             -             -     187,500
Issuance of stock for cash ($.50 per share)              200,000      200       99,800             -             -     100,000
Net loss                                                       -        -            -             -    (1,849,328 ) (1,849,32)
                                                      ----------  -------   ----------  ------------   -----------   ---------
Balance, December 31, 1997                             3,137,500    3,137      684,363             -    (1,849,328 ) (1,161,82)

Issuance of stock for signing bonus ($.50 per share)     875,000      875      436,625             -             -     437,500
Issuance of stock for rental expense in                  625,000      625      311,875             -             -     312,500
   Beijing ($.50 per share)
Conversion of  shareholder's loan ($.20 per share)     8,000,000    8,000    1,592,000             -             -   1,600,000
Conversion of shareholder's loan ($.50 per share)        320,000      320      159,680             -             -     160,000
Issuance of stock for directors' compensation          1,120,000    1,120      558,880             -             -     560,000
   ($.50 per share)
Issuance of stock for promotion and                    1,250,000    1,250      623,750        (1,250 )           -     623,750
   facilitation service ($.50 per share)
Issuance of stock options                                      -        -      112,500             -             -     112,500
Forgiveness of interest on shareholders loan                   -        -       11,561             -             -      11,561
Net loss                                                       -        -            -             -    (3,033,814 ) (3,033,81)
                                                      ----------  -------   ----------  ------------   -----------   ---------
Balance, December 31, 1998                            15,327,500  15,327    4,491,234        (1,250 )   (4,883,142 )  (377,831 )

Issuance of warrants for cash                                  -        -      135,000             -             -     135,000
Deemed interest for Polmont                                    -        -      220,000             -             -     220,000
Issuance of stock for cash ($.45 per share)              100,000      100       44,900             -             -      45,000
Issuance of stock for cash ($.90 per share)               10,000       10        8,990             -             -       9,000
Issuance of stock for cash ($.90 per share)               35,000       35       31,465             -             -      31,500
Issuance of stock for cash ($.45 per share)               40,000       40       17,960             -             -      18,000
Issuance of stock for cash ($.90 per share)               23,000       23       20,677             -             -      20,700
Issuance of stock for cash ($.45 per share)               30,000       30       13,470             -             -      13,500
Issuance of stock for cash ($.90 per share)               20,000       20       17,980             -             -      18,000
Issuance of stock for cash ($.45 per share)               30,000       30       13,470             -             -      13,500
Compensation from issuance of stock options                    -        -       18,750             -             -      18,750
Issuance of stock for merger with Abbacy                 250,000      250      249,750             -             -     250,000
   ($1.00 per share)
Regulation D, Rule 506 issuance ($1.00 per                50,000       50       49,950           (50 )           -      49,950
   share)
Conversion of  shareholder's loan ($.50 per            1,296,740    1,297      647,073             -             -     648,370
   share)
Forgiveness of interest on shareholder's loan                  -        -       41,275             -             -      41,275
Net loss                                                       -        -            -             -    (2,268,235 ) (2,268,23)
                                                      ----------  -------   ----------  ------------   -----------   ---------
Balance, December 31, 1999                            17,212,240   17,212    6,021,943        (1,300 )  (7,151,377 ) (1,113,52)
</TABLE>
                                      F-5

<PAGE>

                                   CBCOM, INC.
                          (a development stage company)

                 STATEMENTS OF SHAREHOLDERS' DEFICIT (continued)
                               (See Notes 7 and 8)
<TABLE>
<S>                                                    <C>       <C>       <C>         <C>            <C>           <C>
                                                                            Additional
                                                                             Paid-In       Stock       Accumulated
                                                        Shares     Amount     Capital    Subscription    Deficit       Total
                                                      ----------  -------   ----------  ------------   -----------   ---------
Proceeds of Regulation, D, Rule 506 issuance                   -        -            -            50             -          50
Conversion of shareholder loan to stock                  396,200      396      197,704             -             -     198,100
   ($0.50 per share)
Conversion of shareholder loan to stock                   72,300       72       72,228             -             -      72,300
   ($1.00 per share)
Settlement of payroll payable to stock ($1.00            317,000      317      316,683             -             -     317,000
   per share)
Cancellation of Regulation D, Rule 506 issuance          (50,000 )    (50 )          -             -             -         (50 )
Conversion of Polmont loan ($0.50 and $1.00            2,284,892    2,285    2,125,423             -             -   2,127,709
   per share)
Forgiveness of interest on shareholder loans                   -        -       77,866             -             -      77,866
Compensation cost resulting from stock options                 -        -       13,119             -             -      13,119
Net loss                                                       -        -            -             -    (3,042,217 ) (3,042,21)
                                                      ----------  -------   ----------  ------------   -----------   ---------
Balance, December 31, 2000                            20,232,632 $ 20,233  $ 8,824,966 $      (1,250 )$ (10,193,594)$(1,349,64)
                                                      ========== ========   ==========  ============    ===========  =========
</TABLE>

                 See accompanying notes to financial statements.






















                                   F-6


<PAGE>

                                   CBCOM, INC.
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<S>                                                 <C>             <C>                <C>
                                                       Year ended December 31,        From Inception
                                                                                        (April 23,
                                                                                         1997) to
                                                                                        December 31,
                                                     ----------------------------
                                                         1999             2000              2000
                                                      ------------     -----------     ----------------
Cash flows from operating activities:
   Net loss                                         $  (2,268,235 ) $  (3,042,217 )    $   (10,193,594 )

   Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities:
     Depreciation and amortization                         18,885          81,385              124,437
     Write-off assets in Beijing                                -               -              187,500
     Write-off of pager inventory                         136,620               -              136,620
     Issuance of stock for signing bonus                        -               -              436,625
     Accrued interest expense on shareholder's loan        41,275          77,866              130,702
        Settlement on former CEO's claim-see Note 5                       629,375              629,375
     Deemed interest related to Polmont loan               55,000       1,150,262            1,205,262
     Compensation cost related to options granted          18,750          13,119              144,369
     Issuance of stock for promotion and
         facilitation service                                   -               -              623,750
     Issuance of stock for deemed payroll expense               -          90,500              650,500
     Issuance of stock for merger transaction expenses    250,000               -              250,000
     Changes in operating assets and liabilities:
       Receivables                                          8,655               -                    -
       Pager inventory                                          -               -             (136,620 )
       Deposits                                            (5,376 )        (9,825 )            (29,722 )
       Prepaids                                           112,729           4,771              169,583
       Accounts payable                                   213,640         (69,886 )            261,526
       Salaries payable                                   607,500         421,689            1,444,771
       Accrued liabilities and income tax payable         106,388          30,652              162,975
                                                     ------------     -----------     ----------------

Net cash used in operating activities                    (704,169 )      (622,309 )         (3,801,941 )
                                                     ------------     -----------     ----------------
Cash flows from investing activities:
   Purchase of furniture and equipment                          -               -             (64,336)
   Refund of purchase price on a piece of furniture           500               -                  500
                                                     ------------     -----------     ----------------

Net cash provided by (used in) investing activities           500               -              (63,836 )
                                                     ------------     -----------     ----------------
</TABLE>
                                      F-7

<PAGE>

                                   CBCOM, INC.
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS (continued)
                Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<S>                                                 <C>             <C>                <C>
                                                       Year ended December 31,        From Inception
                                                                                        (April 23,
                                                                                         1997) to
                                                                                        December 31,
                                                     ----------------------------
                                                         1999             2000              2000
                                                      ------------     -----------     ----------------
Cash flows from financing activities:
   Repayment of capital lease                                 (71 )             -                  (71 )
   Reversal of Appletree private placement                      -             (50 )                (50 )
   Proceeds from shareholder loans                        149,000         599,706            3,246,325
   Repayments to shareholders                              (7,566 )             -             (226,261 )
   Proceeds from issuance of stock                        354,150              50              855,075
                                                     ------------     -----------     ----------------

Net cash provided by financing activities                 495,513         599,706            3,875,018
                                                     ------------     -----------     ----------------

Net increase (decrease) in cash and cash equivalents     (208,156 )       (22,603 )              9,241

Cash and cash equivalents, beginning of period            240,000          31,844                    -
                                                     ------------     -----------     ----------------

Cash and cash equivalents, end of period            $      31,844    $      9,241    $           9,241
                                                     ============     ===========     ================
Supplementary information
Cash paid during the year:
   Interest                                         $       2,048    $          -    $           5,563
                                                     ============     ===========     ================
Supplemental disclosure of non - cash activities
   Issuance of stock to purchase selected           $           -    $          -    $         187,500
     assets in CBCom Beijing
   Capital lease                                                -               -               32,504
   Issuance of stock for signing bonus                          -               -              436,625
   Issuance of stock for prepaid rents in Beijing               -               -              312,500
   Conversion of shareholder loans and salary             648,370       1,639,346            4,047,716
   Issuance of stock for directors' compensation                -               -              560,000
   Issuance of stock for promotion and facilitation service     -               -              623,750
   Issuance of stock for merger transaction expenses      250,000               -              250,000
   Deemed interest for Polmont                            220,000               -              220,000
   Forgiveness of interest accrued                         34,876          77,866              124,303
                                                     ============    ============      ===============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-8

<PAGE>

                                   CBCOM, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1--BASIS OF PRESENTATION

Background of Organization and Going Concern Uncertainty

CBCom,  Inc.  ("the  Company") was  incorporated  under the laws of the State of
Delaware  on April  23,  1997 and is  registered  to do  business  as a  foreign
corporation in the State of California.  The strategic mission of the Company is
to  participate  in  the  development  of   telecommunication,   Internet,   and
information  service  businesses in the People's  Republic of China. The Company
will seek to acquire  existing  Internet  Service  Providers (ISP) and web based
Internet  content  providers (ICP) and operates through a series of Sino-foreign
joint venture companies.  The Company previously  established a joint venture in
order to operate in the pager network business in China;  however,  this venture
was closed due to the inability at that time to raise sufficient capital.

The Company's headquarters is located in Encino, California. From August 1997 to
the present,  the Company has maintained a representative  office in Beijing for
the purpose of oversight of its China projects.

The Company incurred consecutive losses in 1997, 1998, and 1999 and 2000 and had
negative  working  capital  in 1998,  1999 and 2000  respectively,  that  raises
substantial   doubt  about  its   ability  to  continue  as  a  going   concern.
Historically, one of the Company's directors and major shareholders provided the
Company with substantial  financing sources.  The director has provided a letter
of support indicating that he pledges to provide continuous financial support to
enable the Company to satisfy its working capital  requirements  and to complete
its  commitments  to the  Company's  joint  venture  projects on a going concern
basis.  While there is no assurance that funding will be available,  the Company
is continuing  to actively  seek funding to complete the Shanghai  joint venture
project  through  equity and/or debt  financing.  There is an  uncertainty  that
management  fund  raising  will  be  successful.   The  accompanying   financial
statements do not include any provisions or adjustments, which might result from
the outcome of the uncertainty discussed above.

Basis of Accounting

The financial  statements are prepared in accordance with accounting  principles
generally accepted in the United States of America (U.S. GAAP) and are presented
in U.S. dollars.

Cash and Cash Equivalents

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Furniture, Fixtures and Equipment


                                      F-9

<PAGE>

NOTE 1--BASIS OF PRESENTATION (Continued)

Property and equipment are stated at cost.  Depreciation  is computed  primarily
using the estimated useful lives of the assets as follows:
                                                                Estimated
                                                                Useful Life
                                                                 (in years)
                                                             ----------------

Furniture and fixtures                                                7
Equipment                                                             5

Maintenance,  repairs and minor  renewals  are  charged  directly to expenses as
incurred.  Additions and  betterment to property and equipment are  capitalized.
When assets are disposed of, the related cost and accumulated  depreciation  are
removed  from the  accounts  and any  resulting  gain or loss is included in the
statement of operations.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets  and  liabilities  at the date of the  financial  statements.
Actual results could differ from these estimates.

Inventory

During  periods up to  December  31,  1999,  the  Company  had  carried  certain
quantities of parts used to assemble pagers.  Management assessed the fair value
of  pager  inventory  as of  December  31,  1999  and  found  that  these  pager
inventories did not have any future economic  benefits because  development work
had been  completed and there were no current  sales.  Accordingly,  the Company
wrote the value of $136,620 off during 1999.

Fair Value of Financial Instruments

The carrying amount of cash, accounts payable,  accrued expenses, and short-term
loan payable are  reasonable  estimates of their fair value because of the short
maturity  of  these  items.  The  fair  value  of the  shareholder  loan  is not
significantly  different  than its carrying value due to the interest rate which
approximates to the interest rate the Company could get from third parties.

Income Taxes

The Company accounts for income taxes using the liability method, which requires
an entity to recognize  deferred tax  liabilities  and assets.  Deferred  income
taxes are recognized  based on the  differences  between the tax bases of assets
and liabilities  and their reported  amounts in the financial  statements  which
will  result in taxable or  deductible  amounts in future  years.  Further,  the
effects of enacted tax laws or rate changes are included as part of deferred tax
expenses or benefits in the period that covers the  enactment  date. A valuation
allowance is recognized if it is more likely than not that some portion,  or all
of, a deferred tax asset will not be realized.

                                      F-10
<PAGE>

NOTE 1--BASIS OF PRESENTATION (Continued)

Adoption of SFAS No. 121

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards No. 121 (SFAS No. 121)  "Accounting  for the  Impairment of Long-Lived
Assets and for Long-Lived  Assets to be Disposed Of", which requires  impairment
losses to be recorded on long-lived assets being developed, based on fair value,
when  indicators  of  impairment  are  present and the  undiscounted  cash flows
estimated to be  generated  by those  assets are less than the assets'  carrying
amount.  Examples of indicators of impairment include a significant  decrease in
the market value of an asset,  a  significant  change in the extent or manner in
which an asset is used or a  significant  adverse  change  in legal or  business
factors that could affect the value of an asset.

Stock Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation"  ("SFAS 123"),  establishes a fair value method of accounting  for
stock-based  compensation plans and for transactions in which a company acquires
goods or services from  non-employees in exchange for equity  instruments.  SFAS
123 also gives the option to account for  stock-based  employee  compensation in
accordance  with  Accounting  Principles  Board  Opinion  No.  25 (APB No.  25),
"Accounting  for Stock issued to Employees," or SFAS 123. The Company elected to
follow APB No. 25 which measures compensation cost for employee stock options as
the  excess,  if any,  of the fair market  price of the  Company's  stock at the
measurement date over the amount an employee must pay to acquire stock.

Earnings (Loss) Per Share

Effective  December  31,  1997,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 128,  "Earnings per Share" ("SFAS 128"). The statement
replaces the calculation of primary and fully diluted  earnings (loss) per share
with basic and diluted  earnings  (loss) per share.  Basic  earnings  (loss) per
share includes no dilution and is computed by dividing  income (loss)  available
to common  shareholders  by the weighted  average  number of shares  outstanding
during the period.  Diluted  earnings  (loss) per share  reflects the  potential
dilution of securities that could share in the earnings of an entity, similar to
fully diluted  earnings  (loss) per share.  The 1,250,000  options and 2,100,000
options  in 1999 and 2000 were not  included  in  calculating  weighted  average
outstanding shares as they have an anti-dilutive impact on loss per share.

New Accounting Standards Not Yet Adopted

Statement of Financial Standards No. 133, "Accounting for Derivative Instruments
and Hedging  Activities"  (SFAS No. 133)  requires  companies to  recognize  all
derivatives  contracts as either assets or  liabilities in the balance sheet and
to measure them at fair value.  If certain  conditions are met, a derivative may
be  specifically  designated as a hedge,  the objective of which is to match the
timing  of  gain  or  loss  recognition  on  the  hedging  derivative  with  the

                                      F-11
<PAGE>

NOTE 1--BASIS OF PRESENTATION (Continued)

recognition  of (i) the  changes  in the  fair  value  of the  hedged  asset  or
liability that are  attributable  to the hedged risk or (ii) the earnings effect
of the hedged  forecasted  transaction.  For a derivative  not  designated  as a
hedging  instrument,  the gain or loss is  recognized in income in the period of
change.  SFAS No. 133 was originally to be effective for fiscal years  beginning
after June 15, 1999. SFAS No. 137 has deferred the effective date of SFAS 133 to
all fiscal quarters of fiscal years beginning after June 15, 2000. Historically,
the Company has not entered into derivatives  contracts either to hedge existing
risks or for  speculative  purposes.  Accordingly,  the Company  does not expect
adoption of the new standard to affect its financial statements.

Reclassification

Certain reclassifications have been  made to the prior year financial statements
to conform to 2000 presentation.

NOTE 2--FURNITURE, FIXTURES AND EQUIPMENT

Furniture, fixtures and equipment consists of:
                                                          December 31,
                                                -----------------------------
                                                     1999             2000
                                                ------------     ------------
  Furniture and fixtures                       $       7,216    $       7,216
  Equipment                                           89,124           89,124
                                                ------------     ------------
                                                      96,340           96,340

Accumulated depreciation                             (43,052 )        (61,936 )
                                                ------------     ------------
  Net                                           $     53,288     $     34,404
                                                ============     ============

Depreciation  expense was $18,885 and $18,884 for the years ended  December  31,
1999, and 2000.


NOTE 2--FURNITURE, FIXTURES AND EQUIPMENT

Included in equipment are the following assets held under capital leases:
                                                           December 31,
                                                -----------------------------
                                                    1999             2000
                                                ------------     ------------
  Equipment                                   $      32,504    $      32,504
  Accumulated depreciation                          (16,254 )        (22,755 )
                                               ------------     ------------
  Net                                          $     16,250     $      9,749
                                               ============     ============





                                      F-12
<PAGE>

NOTE 3--INCOME TAXES

The provision for income taxes consists of:
                                                 Year ended December 31,
                                         -----------------------------------
                                                1999                2000
                                          --------------     ----------------
  Income tax provision (state)          $           800    $             800
                                         --------------     ----------------
                                        $           800    $             800
                                         --------------     ----------------
The components of the net deferred tax
asset and liability are as follows:
                                                    December 31,
                                       ------------------------------------
                                               1999                2000
                                       ----------------    ----------------
Deferred tax assets:
     Net operating loss carryforwards $       2,591,000   $       3,081,000
     Salary and bonus accrual                   331,000             303,000
     Capital loss carryforward                    7,000               7,000
                                       ----------------    ----------------
     Subtotal                                 2,929,000           3,391,000
     Valuation allowance                     (2,929,000 ) $      (3,391,000 )
                                       ----------------    ----------------
     Net                               $              -    $              -
                                       ================    ================

Management is unable to determine  whether the  realization  of the net deferred
tax  asset is more  likely  than not to  realize,  therefore,  a 100%  valuation
allowance has been  established.  The Company's  effective tax rate differs from
the  expected  rate due  primarily  to the Company not  recognizing  the benefit
arising from its net operating  losses due to  uncertainty  regarding the use of
the tax benefit.

The Company had accumulated net operating losses of approximately  $7,735,000 as
of December 31, 2000,  for Federal and  California  state income tax purposes to
offset future  taxable  income,  if any, and expire at various dates through the
year  2020 for  federal  income  tax  purposes  and  through  the year  2005 for
California state income tax purposes.  However, the utilization of net operating
losses may be subject to certain limitations as prescribed by Section 382 of the
Internal  Revenue Code. The Company has a capital loss  carryforward  of $17,994
which will expire in 2003.


NOTE 4--JOINT VENTURE PROJECTS

The Company  signed a Memorandum of  Understanding  with Shanghai Stock Exchange
Communication Co. (SSEC), a subsidiary of the Shanghai Stock Exchange on January
31,  1999.  The purpose of the  Memorandum  of  Understanding  is to establish a
Sino-U.S.  equity joint venture company,  in which CBCom,  Inc. will hold 70% of

                                      F-13
<PAGE>

NOTE 4--JOINT VENTURE PROJECTS (continued)

the  equity.  The joint  venture  company  will  distribute  real time stock and
financial  data in China  using the  satellite  communications  system  owned by
Shanghai  Stock  Exchange  Communication  Co. At a later time, the joint venture
plans to create an Internet  Service  Provider  (ISP) in China.  The Company has
incurred  $250,000 in start-up  expense which was expensed during 1998 and which
could be credited  toward its capital  contribution to the joint venture company
when the joint venture is completed.

Licenses/Contracts

In 1998, the Company issued 1,250,000 shares of common stock valued at $0.50 per
share to Sinoway  Limited in  exchange  for  services  related to  obtaining  an
exclusive   license   to  use   SSEC's   VSAT   satellite   system   and   other
telecommunication  infrastructures  and  the  name  and  logo,  etc.,  of  SSEC.
Accordingly,  the Company recognized a notional stock subscription receivable of
$1,250 and  promotion  service for License and Contract of $623,750 in 1998.  As
the chance of obtaining the license is uncertain,  the fees paid for promotional
services  were  expensed  during  1998.  As of December  31,  2000,  the Company
believed  that it is probable  that the said joint  venture  could take place in
2001. However no assurances can be given that such an event will occur.

NOTE 5--RELATED PARTY TRANSACTIONS

Shareholder Loans

The  Company's   operations  have  been  financed  by  capital   injection  from
shareholders  and  loans  from  shareholders.  On  April  23,  1997,  the  first
individual  investor  injected cash of $400,000 in exchange for 2,000,000 shares
of common stock.  Another investor  promised to inject cash of $1,600,000.  Both
investors  agreed that the $1,600,000  should be injected on an as-needed  basis
from June 15, 1997  forward and that the advance will be recorded as a loan from
shareholder  first and will be converted into common stock at a conversion price
of $0.20  per share  when the  total  amount  reaches  $1,600,000.  If the other
investor  does not inject cash up to  $1,600,000 by June 30, 1998, he would have
had to accept the current private placement price when he converts his loan. The
funds  advanced by the other  investor  did not bear  interest and had no stated
maturity.  On April 24, 1998, the other investor  converted the outstanding loan
of  $1,600,000  into  8,000,000  shares of common stock.  Thereafter,  the other
investor became the principal shareholder of the Company.  After the conversion,
the balance of loan payable to this shareholder was $43,956.

On April 28, 1998,  the  principal  shareholder  and the Company  entered into a
promissory note (the Note), which specified that the principal  shareholder will
continue to provide  funds to the Company on a going  forward basis and that any
balance of loan payable to the principal  shareholder should be due on April 24,
2000 bearing an interest rate of 7% per annum. According to the Note, the lender
has the option to convert his outstanding loan balance into the Company's common
stock at a conversion price of $0.50 per share at any time prior to the maturity
date. The Note also  specified that the conversion  price may be adjusted if the
Company  shall  at any time  undergo  a stock  split,  stock  dividend  or other
combination or subdivision  that does not involve payment of  consideration  for
such shares.
                                      F-14

<PAGE>

NOTE 5--RELATED PARTY TRANSACTIONS (Continued)

During the period from April 24, 1998 to December 31, 1999, the Company received
advance  from the  principal  shareholder  totaling  $648,370,  which amount was
converted into 1,296,740 shares of the Company's common stock in 1999.

On April 24, 2000, the principal  shareholder  agreed to extend the availability
of funding  provided  through the said Note until April 24, 2001. At the time of
extension,  there was no outstanding  balance under the said Note. The extension
agreement  modified the conversion  rate for future advance from $0.50 per share
to $1.00 per share,  which  price  represented  the fair value of the  Company's
common stock.  In April 2000,  $198,100 of  shareholder  loan was converted into
396,200 shares per the conversion rate specified in April 1998. In addition, new
advance of $72,300 after April 24, 2000 was converted  into 72,300 shares of the
Company's  common  stock at $1.00 per  share.  In 1999 and 2000,  the  principal
shareholder waived his interest receivable of $36,797 and $11,598, respectively.

Two other  shareholders  also  advanced  money to the Company in 1999.  However,
these advances did not bear interest and did not have a definite  maturity date.
The balance of $11,988 had not been paid at December 31, 2000.

Loan from Polmont and Employment Agreements

The Company had a five-year employment agreement starting from May 17, 1997 with
the former CEO who left the Company in January 1999. He filed a lawsuit  against
the Company for the unpaid  compensation  of $520,833  through May 15, 1999 plus
the relevant compensation  remaining on his employment agreement.  In accordance
with the  employment  agreement,  the former  CEO's annual base salary and bonus
were  guaranteed  up to May 15,  1999 by  800,000  shares of a  publicly  traded
company's  common stock held in an escrow  account,  which were owned by Polmont
Investment  Limited   (Polmont).   Polmont  is  an  investment  holding  company
registered in British Virgin Island,  which is beneficially  owned by the sister
of the principal shareholder.

On January 21, 1999,  the Company  entered into a settlement  agreement with the
former CEO as follows: (1) the delayed compensation of $520,833 would be paid by
the proceeds from the sale of the asset held in the escrow  account plus $30,000
for the  repurchase  of his CBCom Common Stock;  and (2) both parties  agreed to
submit any remaining  compensation claims to binding arbitration.  To the extent
that the former CEO wins an award in excess of $550,833,  he will be  authorized
to sell remaining shares in the escrow account to the extent of 3,500 shares per
day; and (3) the former CEO agreed to look solely to the escrowed shares for his
satisfaction of his claim in this lawsuit, waive any claim for damages in excess
of their value, and generally release all parties to this lawsuit,  such release
being subject to the performance of the obligations of the related defendants.

The Company entered into an agreement with Polmont on March 27, 1999 whereby the
Company shall repay the loan balance on a  dollar-to-dollar  basis to Polmont on
or before March 26, 2002 for all amounts  paid to a former CEO for  compensation
from the sale of security by an escrow  agent,  plus simple  interest at 10% per
annum on the  outstanding  balance.  Also,  that  agreement  specified  that the

                                      F-15

<PAGE>

NOTE 5--RELATED PARTY TRANSACTIONS (Continued)

Company allows Polmont to convert the outstanding obligation,  in whole or part,
into common stock at a  conversion  price of $0.50 per share.  Upon  conversion,
interest  earned  by  Polmont  on the  amount(s)  converted  shall be  waived by
Polmont. In addition,  the Company designated Polmont to purchase 500,000 shares
of common stock owned by the former CEO at $30,000 in total after the  repayment
process is complete. Due to the nature of this off-balance sheet financing,  the
Company recognized prepaid interest of $220,000 and the corresponding  amount in
additional paid-in capital and amortized the prepaid interest over the period of
three years.

During the period from April 1999 to June 30, 2000,  the escrow has sold a total
of 250,000 shares of a public traded  company's  common stock and the former CEO
has received the entire  claimed  unpaid  compensation  of $520,833 plus $16,407
towards the purchase of his Common Stock.

Regarding the relevant  compensation for the remaining terms on the former CEO's
employment contract,  the former CEO and the Company signed the final settlement
agreement on September 30, 2000. The former CEO agreed to accept the value of an
additional  190,000 shares of a public traded company's common stock as full and
final  settlement for all claims.  The total value of 190,000 shares of a public
traded company's stock was  approximately  $629,375 based on the market price of
that particular  stock on September 1, 2000.  After this  settlement,  the total
outstanding  loan payable to Polmont totaled to $1,142,446,  which was converted
into  2,284,892  shares of the Company's  common stock based upon the conversion
rate  specified in the agreement  dated March 27, 1999.  According to EITF 98-5,
the Company recorded the deemed interest of $985,262 upon conversion.  According
to the terms specified in the  aforementioned  agreement between Polmont and the
Company, Polmont waived its accrued interest receivable of $4,478 and $66,278 at
December 31, 1999 and 2000, respectively.

The balance of loans payable to related parties is as follows:
<TABLE>
<S>                                        <C>                  <C>                 <C>
                                              Loans from           Loans from                    %
                                               Principal              Other             Loans from
                                              Shareholder          Shareholders        Polmont Ltd.
                                            ---------------      ---------------     ---------------
Balance at December 31, 1998               $        518,924     $              -    $              -

New borrowings                                      136,900               12,100             157,184
Repayments including conversion into stock         (655,824 )               (112 )                 -
                                            ---------------      ---------------     ---------------
Balance at December 31, 1999                              -               11,988             157,184

New borrowings                                      599,706                    -             985,262
Conversion into stock                              (270,400 )                  -          (1,142,446 )
                                            ---------------      ---------------     ---------------
Balance at December 31, 2000               $        329,306     $         11,988    $              -
                                            ===============      ===============     ===============
</TABLE>
The above $329,306 will be due in 2001.
                                      F-16

<PAGE>

NOTE 5--RELATED PARTY TRANSACTIONS (Continued)

Leases

The Company leases its facilities in the U.S. under a  non-cancelable  operating
lease which expires December 31, 2002. The Company also leases equipment under a
non-cancelable capital lease which expires June 2000. However, the Company had a
dispute  with the leasing  company  and did not make a payment at  December  31,
2000. As such, the Company is in default of the lease obligation at December 31,
2000.  Future  minimum  annual  lease  payments as of  December  31, 2000 are as
follows:

                                                  Capital        Operating
Year ending December 31,                          Leases            Leases
-------------------------------             ---------------      -----------
    2001                                   $         32,433     $     57,252
    2002                                                  -           57,252
                                            ---------------      -----------
    Total lease payments                   $         32,433     $    114,504


NOTE 6--COMMITMENTS AND CONTINGENCIES

The Company sublet a portion of its facility and offset rent expense in 1999 and
2000.  The net rental  expense is presented as follows:

                                                        Year ended December 31,
                                              ----------------------------------
                                                   1999               2000
                                             --------------    ----------------
Gross rental expense (including rent
   in Beijing, China)                       $       241,927   $         184,459

Sublet rental income                                (92,302 )                 -
                                             --------------    ----------------

Net rental expense                          $       149,625   $         184,459
                                             ==============    ================


The Company  leases its  facilities in Beijing under a five year  non-cancelable
operating  lease which expires  February 28, 2003.  The Company  issued  625,000
shares of common stock in exchange for $312,500 of rent.  The Company  amortizes
the prepaid rent at the rate of $5,208 per month.

Litigation

On August 30, 1999,  a lawsuit was filed in the  Superior  Court of the State of
California  against  the  Company  and its  officers  by Com VU  Corporation,  a
Delaware  corporation,  based on an alleged breach of a prior agreement  between
CBCcom and Com VU. The  parties  entered  into a merger  agreement  on March 26,
1999,  which merger was never  effected.  Com VU was  alleging  that the Company

                                      F-17

<PAGE>

NOTE 6--COMMITMENTS AND CONTINGENCIES (Continued)

failed to consummate the merger by failure to use its best efforts to effect it,
failed to pay $50,000 in outstanding  debts to two shareholders on behalf of Com
Vu,  terminated the agreement  improperly and breached a covenant of good faith.
Com Vu was  requesting  payment  of the  $50,000  plus  losses of  approximately
$15,000 in expenses and costs.

As of September 30, 2000, the  litigation  between Com VU and CBCom was settled.
Both parties  agreed to a dismissal  agreement and a mutual  general  release of
this lawsuit. Both parties agreed to unconditionally release, acquit and forever
discharge each other for any and all actions based directly or indirectly on the
subject matter of the above lawsuit.

NOTE 7--EQUITY TRANSACTIONS

1998

On January 1, 1998 the Company issued 500,000,  250,000, and 125,000 (a total of
875,000)   shares  of  common  stock  to  its  CEO,  CFO,  and  chief  engineer,
respectively,  at $.001 per share as  signing  bonus  for  their  services  from
inception to September 30, 1999 with the Company.  The Company received proceeds
of $875 and recognized  compensation cost of $436,625,  based on a fair value of
$.50 per share.

On March 1, 1998, the Company issued 625,000 shares of common stock at $0.50 per
share in exchange for the future rent in its Beijing  representative  office for
the next five years.  The prepaid  rental of $312,500 will be amortized over the
next five years.

On April 24, 1998, the Company issued  8,000,000 shares of common stock at $0.20
per share to convert a shareholder loan of $1,600,000. This conversion price was
specified on August 31, 1997 between the original founders and the Company.  The
shareholder loan was made to the Company from time to time on an as-needed basis
from June 15, 1997 to April 24,  1999 and was not  converted  into common  stock
until the shareholder loan totaled $1,600,000.

From early October to early December 1998, the principal  shareholder  converted
$160,000 of  shareholder  loan into 320,000  shares of common stock at $0.50 per
share in four trenches.

On December 31, 1998, the Company issued 400,000,  400,000, and 320,000 (a total
of  1,120,000)  shares of common stock at $0.50 per share to three  directors as
their employment compensation of $200,000, $200,000, and $160,000, respectively,
for four months in 1997  (recognized in 1997) and the year of 1998 in accordance
with their respective employment agreement.

On December 31, 1998,  the Company  issued  1,250,000  shares of common stock at
$0.001  per  share in  exchange  for the  promotion  and  facilitation  services
provided by Sinoway Limited  (Sinoway)  registered in the British Virgin Islands
with a corporate office in Hong Kong, which is an affiliate  company of Shanghai
Stock  Exchange  Communication  Co. Ltd.  Sinoway  promised to obtain  exclusive


                                      F-18

<PAGE>

NOTE 7--EQUITY TRANSACTIONS (Continued)

licenses  to use VSAT  satellite  systems  owned by SSE and the logo and name of
SSE. Sinoway agreed to pay $0.001 per share for these 1,250,000 shares of common
stock.  Accordingly,  the Company  recognized a notional stock  subscription  of
$1,250 and a promotion expense for the  License/Contract  of $623,750.  If these
licenses  were  obtained,  the cost  would be  amortized  over the life of joint
venture with SSEC and SXTST. However, the effectiveness of this issuance depends
on the success of setting up the equity joint venture  among the Company,  SSEC,
and SXTST and obtaining the exclusive  licenses.  On June 30, 2000, if the joint
venture  has  not  been  set up and  exclusive  licenses  to use  the  satellite
communication network owned by Shanghai Stock Exchange and use the logo and name
of Shanghai Stock  Exchange have not been obtained,  the issuance of stock could
be canceled. As of March 10, 2000, the license has not been obtained.

1999

On February 1, 1999, the Company  conducted a private placement to issue 600,000
warrants at $0.25 per warrant in four  tranches to an existing  shareholder  and
received  total  proceeds of  $135,000,  net of a finders  fee of $15,000.  Each
warrant  carries an exercise  price of $0.25 per share and allows each holder of
warrant to exercise  any time on or before  January 31, 2004.  Accordingly,  the
Company reserved 600,000 shares of common stock for these warrants.

On March 27, 1999,  the Company  recognized  deferred  interest of $220,000 as a
result that  Polmont  Ltd.  was  designated  to purchase  500,000  shares of the
Company's  stock  from the  former  CEO as part of a  settlement  for a total of
$30,000  whereas  the fair  value of stock was at $0.50 per share at that  date.
Therefore, the Company recognized $220,000 of prepaid interest and will amortize
this $220,000 over the period of three years. See Note 5 for more information.

On May 10, 1999,  the Company  conducted a private  placement  to issue  100,000
shares of common stock at $0.50 per share to an accredited investor and received
total proceeds of 45,000, net of a finders fee of $5,000.

From May 14 to June 4, 1999 the Company  conducted a private  placement to issue
45,000  shares  of  common  stock at $1.00  per  share in three  tranches  to an
individual  investor and one corporate  investor and received  total proceeds of
$40,500, net of a finders fee of $4,500.

On June 22, 1999,  the Company issued 40,000 shares of common stock at $0.50 per
share to an  existing  shareholder.  Consequently,  the Company  received  total
proceeds of $18,000,  net of a finders fee of $2,000. The amount recorded by the
Company  includes  deducting  $0.50 per share for her  service as a part of fund
raising cost.

In August 1999, the Company conducted a private placement to issue 23,000 shares
of common stock at $1.00 per share in three tranches to two individual investors
and received total proceeds of $20,700, net of a finders fee of $2,300.

On August 25, 1999,  the Company  issued  30,000 shares of common stock at $0.50
per  to an  existing  shareholder.  Consequently,  the  Company  received  total

                                      F-19


<PAGE>

NOTE 7--EQUITY TRANSACTIONS (Continued)

proceeds of $13,500,  net of a finders fee of $1,500. The amount recorded by the
Company  includes  deducting  $0.50 per share for her  service as a part of fund
raising cost.

On August 26, 1999,  the Company  conducted a Regulation D, Rule 506 offering to
issue  50,000  shares  of common  stock at par value of $0.001  per share to 300
shareholders  through an  off-shore  investment  company in order to satisfy its
goal to be listed on the NASDAQ OTC Bulletin  Board.  On December 22, 1999,  the
Company  completed  the offering,  issued  50,000  shares of common  stock,  and
recognized a merger  transaction  expense of $49,950.  The $50 cash was received
subsequent to December 31, 1999.

On September 15, 1999, the Company conducted a private placement to issue 20,000
shares  of  common  stock  at  $1.00  per  share  to two  individual  investors.
Consequently,  the Company received total proceeds of $18,000,  net of a finders
fee of $2,000.

On September 24, 1999, the Company issued 30,000 shares of common stock at $0.50
per share to an  existing  shareholder  to reward  her effort to  introduce  new
potential  investors to the Company.  Consequently,  the Company  received total
proceeds of $13,500,  net of a finders fee of $1,500. The amount recorded by the
Company  includes  deducting  $0.50 per share for her  service as a part of fund
raising cost.

On September 24, 1999, the Company  entered into a merger  agreement with Abbacy
Corporation (a public shell company),  to acquire 100% of its equity. On October
8, 1999, the Board of Directors and the majority shareholders of the constituent
corporations  approved the merger.  After  merger,  the Abbacy  Corporation  was
dissolved in 2000.

On November 1, 1999, the principal shareholder converted $70,000 of  shareholder
loan into 140,000 shares of common stock at $0.50 per share.

On December 22, 1999 the Company issued 250,000 shares of common stock valued at
$1.00 per share to the sole  shareholder  of Abbacy in exchange  for 100% of its
equity interest. Accordingly, the Company recognized $250,000 of merger expense.
In addition,  the Company incurred  approximately $100,000 legal expense related
to this merger transaction. Abbacy would be dissolved subsequent to December 31,
1999.

On December 30, 1999,  the Company  issued  1,156,740  shares of common stock to
convert  the  shareholder  loan of  $578,370  into  equity at $0.50 per share in
accordance with the terms specified in the Note. See Note 5 for reference.

2000

In April 2000, the principal  shareholder converted $198,100 of shareholder loan
into  396,200  shares  of the  Company's  stock at $0.50 per share per the terms
specified  on the Note dated April 24, 1998 (See Note 5). In June 2000,  advance
of $72,300 made by the principal  shareholder after April 24, 2000 was converted
into 72,300  shares of common stock at $1.00 per share,  which was  specified in
the extension of the Note.

                                      F-20

<PAGE>

NOTE 7--EQUITY TRANSACTIONS (Continued)

During the second quarter of 2000, in terms of the conversion  rate of $0.50 per
share reached in 1999 between an employee and the Company, the Company converted
the $90,500 of  compensation  due to the  employee  into  181,000  shares of the
Company's  common  stock  pursuit to EITF98-5.  The Company  recorded the deemed
payroll  expense of $90,500 upon  conversion.  In addition to the $90,500 unpaid
compensation,  the  Company  also  owed  to  the  employee  $136,000  of  unpaid
compensation,  which was converted  into 136,000 shares of common stock at $1.00
per share that was fair value of the Company's common stock at that time.

On December 5, 2000,  the Company  unilaterally  rescinded  the  transaction  of
issuing 50,000 shares of common stock to Appletree  Investment in exchange for a
shareholder  name list and $50.  Consequently,  the Company  returned the $50 of
proceeds to Appletree.

On December 31, 2000,  Polmont converted  $1,142,446 of loan lent to the Company
into 2,284,892  shares of common stock at $.50 per share in accordance  with the
terms  specified in the loan  agreement  dated March 27, 1999. In addition,  the
Company  recorded  deemed  interest of $985,262.  Consequently,  the outstanding
deferred interest of $91,668 was written off as of December 31, 2000.

At December 31, 2000, the Company recognized $77,866 of interest accrued on loan
payable to the principal  shareholder  and loan payable to Polmont as additional
paid-in capital.

NOTE 8 -- STOCK OPTIONS

The Company adopted a stock option plan (the Plan), which includes non-qualified
stock  options and  incentive  stock  options for its  employees,  officers  and
directors.

The stock  option plan  authorizes  the granting of options to purchase up to an
aggregate  maximum of 2,500,000  shares of common  stock..  Under the  incentive
stock  option plan,  the exercise  price shall not be less than 100% of the fair
market  value of common stock on the date of grant.  If an  incentive  option is
granted to an employee  who at the time of grant owns more than 10% of the total
combined voting power of all classes of capital stock of the Company, the option
exercise  price shall be at least 110% of the fair market  value of common stock
on the date of grant.

Under the non-qualified  stock option plan, the exercise price shall not be less
than 85% of the fair  market  value of common  stock on the date of grant.  Each
option under the plan shall become  exercisable  over a period not to exceed ten
years.

During  the  year  ended  December  31,  1998,  the  Company  issued   1,500,000
non-qualified stock options at an exercise price of $0.425. The first 50% of the
1,500,000 options were exercisable  immediately and the remaining 50% would vest
on the  anniversary  of the grant date and can be exercised for a period of five
to ten years. The 1,500,000 non-qualified stock options included 500,000 options
issued to the former CEO which were  cancelled in January 1999.  During the year
ended December 31, 1999, the Company issued 250,000  non-qualified stock options

                                      F-21

<PAGE>

NOTE 8 -- STOCK OPTIONS (Continued)

at an exercise price of $0.425, which was 85% of the market price at grant date.
The  first 50% of the  250,000  options  were  exercisable  immediately  and the
remaining 50% would vest on the  anniversary of the grant date and these options
can be exercised for a period of ten years.  In accordance  with APB Opinion No.
25, the Company has recorded compensation expense of $18,750.

During  2000,  the Company  granted a total of 850,000  options with an exercise
price of  $1.00  per  share,  which is the  fair  value  of the  stock,  to four
employees and one consultant.  Of the 850,000 options  granted,  100,000 options
were granted to a consultant  in exchange for his service.  The first 50% of the
850,000 options were exercisable immediately and the remaining 50% would vest on
the  anniversary  of the grant date and these  options  can be  exercised  for a
period of ten years. The Company  accounted for the options granted to employees
in terms of APB No. 25. The Company  used the Black  Scholes  model to determine
the fair value of the 100,000 options,  which was $26,238 or approximately $0.26
per share in terms of SFAS No.  123.  Based on the  vesting  term,  the  Company
recognized $13,139 stock compensation expense in 2000. The fair value of $13,139
for the remaining 50,000 options will be recognized on the next vesting date.

Had the  Company  determined  compensation  cost  based on the fair value at the
grant date for its stock  options  under SFAS No. 123,  the  Company's  net loss
would have been increased to the pro forma amount indicated below:

                                                Year ending December 31,
                                         -------------------------------------
                                               1999                 2000
                                         ---------------     -----------------
Net loss:
     As reported                        $     (2,268,235 )   $      (3,042,217 )

     Pro forma                          $     (2,568,971 )   $      (3,265,257 )

Loss per share:
     As reported                        $          (0.15 )   $           (0.17 )

     Pro forma                          $          (0.17 )   $           (0.19 )







                                      F-22

<PAGE>

NOTE 8 -- STOCK OPTIONS (Continued)

A summary of changes in stock options during each year is presented below:
<TABLE>
<S>                                          <C>          <C>               <C>          <C>
                                                                 December 31,
                                           ------------------------------------------------------------
                                                      1999                           2000
                                           ---------------------------    -----------------------------
                                                             Weighted                       Weighted
                                                             Average                        Average
                                                             Exercise                       Exercise
                                              Shares          Price          Shares          Price
                                           -----------     -----------    -----------     -------------
Options outstanding at beginning of year     1,500,000    $       0.43      1,250,000    $       0.43

Options  granted                               250,000            0.43        850,000            1.00

Options cancelled                             (500,000 )         (0.43 )            -               -

Options exercised                                    -               -              -               -
                                           -----------     -----------    -----------     -------------
Options at end of year                       1,250,000    $       0.43      2,100,000    $       0.66
                                           ===========     ===========    ===========     =============
Options and warrants exercisable at end of   1,125,000            0.43      1,675,000            0.57
   year                                    ===========     ===========    ===========     ==============

Weighted-average fair value of options                    $       0.41                   $       0.26
   granted during the year                                 ===========                     =============
</TABLE>
The following table summarizes  information about the stock options  outstanding
at December 31, 2000.
<TABLE>
<S>                             <C>                    <C>    <C>                      <C>          <C>
                                           Options Outstanding                         Options Exercisable
                             ------------------------------------------------     ----------------------------------
                                                Weighted
                                                Average           Weighted                             Weighted
                                               Remaining          Average                              Average
                                Number        Contractual         Exercise            Number           Exercise
Exercise Price               Outstanding      Life (Years)         Price           Exercisable          Price
                             -------------   ---------------    -------------     ---------------     --------------
$0.43                           1,250,000              7.92   $         0.43           1,250,000    $       0.43
$1.00                             850,000              10.0             1.00             425,000            1.00
                             ============   ===============    =============     ===============     ===============
</TABLE>
The fair value of the stock options  granted  during 1999 and 2000 was $0.41 and
$0.26 per  share,  respectively,  on the date of grant  using the Black  Scholes
option-pricing model. The weighted-average assumptions used were as follows:


                                      F-23

<PAGE>

NOTE 8 -- STOCK OPTIONS (Continued)

                                                 Year ended December 31,
                                    -------------------------------------------
                                           1999                   2000
                                    ---------------        --------------------
Discount rate - bond yield rate              4.67 %                  6.18 %

Volatility                                     72 %                     - %

Expected life                          5-10 years              5-10 years

Expected dividend yield                         -                       -
                                  ===============        ===================




































                                      F-24

<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized,  in the city of Encino,
California, on the 30th day of March, 2001.


                                   CBCOM, INC.


                               By /s/ Chian Yi Sun
                          ----------------------------
                                  Chian Yi Sun
                              Chairman of the Board

Date:  March 30, 2001

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


/s/ Chian Yi Sun            Chairman of the Board                March 30, 2001
--------------------        (Principal Executive Officer)
    Chian Yi Sun


/s/ Charles A. Lesser       Chief Financial Officer/Director     March 30, 2001
----------------------      (Principal Financial Officer and
    Charles A. Lesser        Principal Accounting Officer)


/s/ Gordon X. Gao           Director                             March 30, 2001
----------------------
    Gordon X. Gao






















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