SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

**Annual Report pursuant to Section 13 or 159d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2000.**

DIT VENTURES, INC.

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(Exact Name of Small Business Issuer in Its Charter)

MICHIGAN

(State or other jurisdiction of incorporation or organization)

001-16287

(Commission File Number)

95-4804180

(I.R.S. Employer Identification No.)

9420 Telstar Avenue, Suite 211, El Monte, California 91731

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(Address of Principal Executive Offices) (Zip Code)

(626) 279-2689

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Issuer's Telephone Number, Including Area Code

Securities Registered Under Section 12(g) of the Exchange Act: None

Securities Registered under Section 12(g) of the Exchange Act: Common

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

There is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment tot his Form 10-KSB.

The Company had revenues of $21,751 for the fiscal year ended December 31, 2000.

Currently there is no market for the Company's securities.

As of December 31, 2000, there were 11,940,714 shares issued and outstanding.

PART I

Item 1. Description of Business.

**Overview**

DIT Ventures, Inc. ("DIT") is an Internet-based provider of financial and e-business services for the Chinese communities
of the United States and Canada. To this end, DIT has developed and launched two Web sites, Quote888.com and
Mybiz888.com.

Quote888.com, launched on November 1, 2000, is a Chinese-language (traditional Chinese only) finance portal offering
stock quotes, financial data, news and commentary, portfolio tools, message boards and investment simulation games.
Revenues will be generated from subscription-based services, advertising sales, content and software licensing, and
referral fees.

Mybiz888.com, launched on September 1, 2000, is a Chinese-language (traditional Chinese only) provider of services,
tools and technology designed to aid sm32q all to medium-sized businesses in the development and operation of their Web
sites. Revenues will be generated from subscription-based services, advertising sales, Web hosting services, Web
development and maintenance services and transaction fees.

DIT's target audience consists of the Chinese population within the United States and Canada. According to a Cheskin
Research report released in October 2000 in conjunction with chinadotcom corporation, the Chinese population in the
United States numbers three million, with 70% connected to the Internet. *Greater e-China Insights, Online Behavior and
Attitudes in Greater China*, page 6, October 2000. Canada's Census Bureau estimates that more than 900,000 people of
Chinese origin live in Canada. Canada Census Report, 1996.

**Corporate History**

DIT Ventures, Inc. ("DIT", the "Company" or "Issuer") was originally incorporated in the State of Michigan on February
25, 1981 under the name Clarks Fork Oil Company, Inc. Its original purpose encompassed the exploration for oil and gas.
On June 3, 1988, the Company changed its name to Clarks Fork Oil & Gas, Inc. On March 21, 1994, the Company again
changed its name to Paramount Casino Corporation and amended its business plan to allow the Company to enter the
worldwide gaming industry. However, the Company was essentially inactive until 2000. Media888.com was incorporated
in Nevada on June 1, 2000 and qualified to do business in California on June 13, 2000. On August 14, 2000,
Media888.com changed its name to DIT Ventures, Inc. ("DIT Nevada"). Pursuant to an Agreement and Plan of Merger
executed on September 28, 2000 and made effective as of October 15, 2000, the Company acquired all the shares of DIT
Nevada and amended its Articles of Incorporation to change its name to DIT Ventures, Inc. As of October 15, 2000, DIT
Nevada was merged out of existence. The now former officers of DIT Nevada operate the active business of the Company
and the now former directors of DIT Nevada constitute the Company's Board of Directors.

DIT merged with Paramount to provide a wider shareholder base, which DIT believes is necessary to attract interest in the
Company from the public at large and with potential investors in its stock.

The Company has never been involved in any bankruptcy, receivership or similar proceedings.

**The Company's Business Strategy**

DIT is engaged in the development, promotion and operation of its two Web-based businesses, Quote888.com and
Mybiz888.com.

QUOTE888.COM

Quote888.com is a Web-based provider of finance-related information and services in a Chinese language environment
(traditional Chinese only). As of February 2000, the site had registered approximately 12,000 users and generated monthly
traffic in excess of eight (8) million hits and 900,000 page views. Registered users are visitors to Quote888.com who have
provided demographic information and have been added to Quote888.com's opt-in database (registration is free). DIT
expects growth to increase significantly as marketing of the site is implemented. DIT believes that the quality of
Quote888.com compares favorably to that of its competitors in terms of the design and layout of the site, which DIT
believes is more user-friendly and easier to navigate than its competition. DIT also believes that the software technology
developed and utilized in connection with the site, as well as the breadth and quality of information available on the site,
compares favorably to that of its competition. Quote888.com will focus on providing its target audience, the Chinese
populations of the United States and Canada, with high quality and an increasing selection of content and services.

The Website

Quote888.com currently provides delayed and real-time stock quotes, financial data, news and commentary, company
profiles, portfolio tools, message boards and simulated investment games. DIT is continually striving to expand the quality
and scope of the services available on Quote888.com. DIT believes that such expansion will increase audience loyalty and
create a sense of community, both of which are critical to Quote888.com's success. In order to maintain its objectivity,
Quote888.com does not plan to make recommendations or render brokerage firm type advice to its customers. Key
features of the site currently include the following:

Quotes. Quote888.com provides stock quotes from all major U.S. stock markets (the "Exchanges"). Delayed quotes are
provided free of charge. The delays are fifteen (NASDAQ) and twenty (NYSE and AMEX) minutes, respectively.
Real-time quotes are provided for a monthly subscription fee of $9.99 (in order to promote the service, Quote888.com
currently offers a limited number of real-time quotes for free). Other information offered free of charge include most
active stocks, top percent gainers, top dollar amount gainers, bid and ask volume and market cap.

Research Tools. Quote888.com provides company profiles, earnings estimates, and key ratios and statistics such as
Price/Earnings, Price/Sales, Price/Book, 52-week high/low, and market capitalization. Data is provided by Zacks
Investment Research, Inc.

News and Commentary. Quote888.com provides continuously-updated financial news, translated from well-established
and respected sources through its relationship with COMTEX News Network, Inc, an industry-leading content-aggregator.
DIT licenses certain Chinese-language finance-oriented content from e21Corp. (e21times.com) and Chinese Media Net,
Inc. (chinesenewsnet.com). The terms and conditions of DIT's agreements with these parties are set forth below in DIT's
discussion of Material Agreements. DIT also creates proprietary content, including updated summaries of market activity,
editorials and in-depth analysis.

Tools. Quote888.com offers a variety of proprietary tools. Interactive color charts provide real-time market index data
from Dow Jones, NASDAQ and the S&P. Also offered are tools that chart a given stock on a two-year, one-year,
six-month, three-month, one-week or intra-day basis. Advanced charting tools include moving averages and Bollinger
Bands. A moving average is an indicator that charts the average value of the price of a security over a predetermined
period of time. Bollinger bands are trading bands, or envelopes, plotted on a chart at standard deviations above and below
a moving average and measure the volatility of a security. Interactive and dynamically-updated portfolio tools are also
available, which provide users with a customizable interface that can simultaneously track up to twenty-five (25) different
stocks.

Community Tools. Quote888.com offers message boards and is developing simulated investment games based on market
rules governing such advanced activities and strategies as margins, short-selling and options-trading. The games are
scheduled to be introduced to the site in June 2001.

Revenue Generation Strategy for Quote888.com

DIT's revenue generation strategy for Quote888.com encompasses the following revenue streams:

Advertising Revenues. DIT believes that Quote888.com is an attractive medium for companies that desire access to a
Chinese audience with an interest in financial matters. Advertisements are displayed on every page of Quote888.com. The
following advertising options are currently available:

Run of Site. Run of site rotations are banner advertisements that rotate randomly throughout the Web site. They appeal to
advertisers seeking to establish general brand recognition among Quote888.com's audience. Quote888.com's current CPM
rates for run of site rotations range from $15 to $25 depending on length of contract and number of impressions purchased.
CPMs refer to cost per thousand, and is used by DIT and other companies engaged in Internet marketing to price banner
advertising. Sites that sell advertising will guarantee an advertiser a certain number of impressions (number of times an ad
banner is downloaded and presumably seen by visitors), then set a rate based on that guarantee times the CPM rate. A Web
site that has a CPM rate of $25 and guarantees 600,000 impressions will charge $15,000.00 ($25X600) for the ad banner.
See definition at http://webopedia.internet.com/TERM/C/CPM.html.

Static Advertisements. Static advertisements are banner advertisements that occupy specific locations and content pages,
allowing advertisers even more targeted presence on the site. Quote888.com's current rates for static advertisements range
from $2,000.00 to $8,000.00 per month.

Customized Sponsorships. Sponsorships allow advertisers to gain maximum exposure on the Web site by featuring
customized "text links," "buttons" and "boxes." Advertisements can be placed in fixed positions within the Web site, and
allow users to be transferred directly to the advertiser's site. Quote888.com offers sponsorship opportunities throughout the
site for a monthly fee. Such opportunities also encompass such advertising components as general rotation or static banner
advertisements.

To date, no advertising revenues have been derived from Quote888.com.

Targeted Marketing. Quote888.com currently has 12,000 registered subscribers in its opt-in database. As this number
grows, DIT will market products and services through the database on behalf of third party clients who desire access to
Quote888.com's registered subscribers and who offer products and services that DIT believes are of interest to its
subscribers.

Software and Content Licensing Services. DIT has a proprietary ownership interest in certain content and all of the
software utilized and featured on Quote888.com. Accordingly, DIT is actively pursuing content and software licensing
relationships with Internet-based finance-oriented companies that have a need for such products and services.

Subscription-based Services and Tools. DIT is actively developing and otherwise seeking to expand Quote888.com's
subscription-based services. Quote888.com currently offers real-time quotes for a monthly subscription fee.

On-line Financial Transaction Services. DIT is pursuing marketing alliances to direct or network customer transaction
activity to third party providers in exchange for referral fees.

No revenue has been generated from the foregoing revenue streams and, except as stated, no agreements have been entered
into in furtherance thereof.

MYBIZ888.COM

The Website

Mybiz888.com is a B2B provider of Web-related services and tools for the Chinese community. The services are designed
to enable and enhance e-business, and include the following:

Incorporation and LLC Formation Services. Mybiz888.com offers incorporation and LLC formation services in all 50
states for a fee of $500.00 per incorporation and LLC formation. DIT outsources the services to Corporate Creations
Enterprises, Inc. ("Corporate Creations"), with which DIT has a verbal non-exclusive arrangement. Corporate Creations
charges DIT its customary $99.00 service fee per incorporation and LLC formation, on top of state filing fees (which vary
in each state). DIT plans to negotiate a formal written agreement at such time as Mybiz888.com has a customer that
utilizes this service.

Domain Name Registration Services. Mybiz888.com offers domain name registration services for a fee of $35.00 per
domain name. DIT has entered into a one (1) year renewable written agreement with Open SRS (a division of Tucows,
Inc.), which provides the domain names to DIT for a standard fee of $10.00 per domain name.

Web-Hosting Services. Mybiz888.com offers fee-based Web-hosting services. All accounts are hosted on DIT servers,
which are located at DIT headquarters in El Monte, California.

Web-Design and Development Services. Mybiz888.com offers Web design and development services for companies that
desire to implement an e-business strategy or need to improve their existing Web technology. DIT employs an in-house
Web design and programming team to perform all services associated with the foregoing.

Ebusiness Web Site Tools ("Web Site Tools"). Mybiz888.com offers user-friendly tools designed to increase Web site
effectiveness and efficiency without the need for software, programming skills or hosting capacity. Each of the following
tools are hosted on DIT's in-house Web server:

Web-site Marketing Tools

(i) A banner exchange tool that facilitates the exchange of banner advertising among participating members. Banners are
reviewed for unsuitable content.

(ii) An automated tool that submits Web sites to more than ten Chinese-related search engines, including Sina.com,
Yahoo!Chinese, Kimo.com, Sohu.com, Yam.com, LycosAsia.com, and Excite.com (Chinese). A minimal amount of data
entry is required and resubmission is automated.

(iii) A tool that allows a Web site to build and manage a customer information database and send e-mail newsletters and
promotions through that database.

Web-site Enhancement Tools

(iv) A message board, customized for and integrated into a Web site.

(v) A customizable Web site counter that tracks and displays total page hits.

(vi) A polling tool that enables a Web site to conduct customizable on-line surveys and votes.

(vii) A customizable shopping cart that enables a Web site to accept product orders and credit card information through
DIT's Web server. DIT has licensed Verisign's Secure ID encryption technology in order to protect the integrity of sensitive
information such as credit card numbers transmitted to and from the server via the Internet. This technology is included as
part of the shopping cart service, which is hosted on DIT's Web server.

(viii) A customizable guestbook that collects visitor information and feedback from a Web site.

Web-site Management Tools.

(ix) A automatable tool that checks a Web site for broken links and images.

(x) A tool that analyzes a Web site for HTML Code errors.

(xi) A tool that checks a Web site for its download speed.

(xii) A tool that enables management of advertising on a particular Web site by tracking banner impression statistics.

(xiii) A tool that enables the creation of forms for feedback, questions and contact information.

Revenue Generation Strategy for Mybiz888.com

DIT's revenue generation strategy for Mybiz888.com encompasses the following revenue streams:

Advertising Revenues. DIT believes that Mybiz888.com is an attractive medium for companies that desire targeted access
to a Chinese audience involved in e-business activities. Please refer to Quote888.com's Advertising Revenue section for
further detail on available options. Notwithstanding, however, DIT does not expect more than modest revenue from
advertising sales because, as a B2B service site, Mybiz888.com is not designed to generate high traffic levels. See
Management Discussion and Plan of Operation.

Targeted Marketing. Mybiz888.com currently has 500 registered subscribers in its opt-in database. As this number grows,
DIT will market products and services through the database on behalf of third party clients that desire access to
Mybiz888.com's registered subscribers and who offer products and services that DIT believes are of interest to its
subscribers.

Web Development and Maintenance Services. DIT has the technical capability to provide Web-design, development and
customization e-business services for companies wishing to implement or improve its existing Internet presence. Through
Mybiz888.com, DIT is pursuing relationships with companies that have Web-related technology requirements for which
DIT can provide such services. DIT also has a proprietary ownership interest in all of the software utilized and featured on
Mybiz888.com and is actively pursuing relationships with companies that have a need for such products and services. As
of the quarter ending December 31, 2000, DIT had entered into agreements with eChina, Inc. ("eChina") and Lasonic
Electronics Corp ("Lasonic") for the customization of Web-based software programs.

Subscription-based Services and Tools. DIT is actively developing and otherwise seeking to expand Mybiz888.com's
subscription-based services. Currently, except for tools (ii), (iv), (vi), (vii) and (ix), which are available for a monthly fee,
the Web site tools are available free of charge. For an overview of fees, see Management Discussion and Plan of
Operation.

Despite the existence of multiple revenue streams, DIT expects that Mybiz888.com will generate the majority of its
revenue during the next twelve months from providing Web development and maintenance services. DIT expects to
generate modest revenues from the other revenue streams associated with Mybiz888.com. See Management Discussion
and Plan of Operation.

**Marketing Strategy**

DIT's success depends in great part on its ability to effectively market Quote888.com and Mybiz888.com. DIT's current
marketing strategy consists of pursuing content partnerships and other similar third party relationships with prominent
Web sites which are designed to drive traffic to and expand brand recognition of Quote888.com and Mybiz888.com, as
well as increase DIT's overall exposure.

On October 10, 2000, DIT entered into a one (1) year renewable content agreement with Sina.com, which provides for the
promotion of Mybiz888.com and Quote888.com on Sina.com. Sina.com provides banner advertising for Mybiz888.com on
its business channel (business.sina.com) and offers Mybiz888.com services and tools on a co-branded channel
(mybiz888.sina.com) within Sina.com. The channel is referred to as co-branded because the format, selection and
customization of the Mybiz888.com services have been determined jointly by DIT and Sina.com. In addition, the
co-branded channel features the logos of Sina.com and Mybiz888.com. DIT receives all revenues generated from the
services. To date, no revenues have been generated. With respect to Quote888.com, Sina.com provides banner advertising
for Quote888.com on its finance channel. DIT also provides Sina.com with daily Quote888.com content for display on
Sina.com's finance channel. Quote888.com's logo is featured on the channel and a direct link is provided to
www.quote888.com.

On December 11, 2000, DIT entered into a one (1) year renewable content license agreement with Yahoo! Pursuant
thereto, DIT provides stock market and personal finance content for display on Yahoo's Chinese-language finance channel.
In turn, Yahoo! features the content on its Chinese-language finance channel, displays the Quote888.com logo on pages
featuring such content, and provides a direct link to www.quote888.com. The cooperative agreement provides a benefit to
both parties (by providing Yahoo! with finance-oriented content and DIT with an established platform from which to
publicize the Quote888.com name). Additionally, the agreement does not restrict competition between DIT and Yahoo!

The foregoing relationships with Yahoo! and Sina.com are typical of the type of arrangements DIT will seek to promote
Quote888.com and Mybiz888.com through the Internet.

DIT believes that, as a new entrant into the online market for financial and ebusiness services, it is important to maintain
cooperative relationships with its existing and potential competitors because they compete for the same demographic
audience as DIT and, more importantly, already have an existing user base that can be targeted. DIT has therefore entered
into content-licensing agreements with e21Corp., Chinese Media Net, Inc. and Momentum Internet Corp. These
agreements, like DIT's agreement with Yahoo!, serve to promote the Quote888.com name.

Pursuant to its six-month renewable agreement with e21 Corp., Quote888.com receives daily Chinese-language
finance-related content from e21times.com, an online provider of e-commerce information. Quote888.com also receives
promotion on e21times.com, through banner advertising and direct links to Quote888.com. In turn, DIT provides banner
advertising for e21times.com on Quote888.com. Similarly, under a one (1) year renewable agreement with Chinese Media
Net, Inc., Quote888.com receives daily Chinese-language content from Chinese Media Net, Inc. for display on
Quote888.com. In return, Quote888.com receives banner advertising on chinesenewsnet.com, an online provider of
Chinese-language content. Under its one (1) year renewable agreement with Momentum Internet Corp., entered into as of
January 31, 2001, DIT receives daily Chinese-language content for display on Quote888.com and, in exchange, provides a
link on pages containing such content to the home page of Quote123.com (Momentum is the corporate entity that operates
Quote123.com).

DIT plans to enter into additional third party agreements on favorable terms that will facilitate the promotion of its Web
sites through the Internet. Upon the availability of additional capital resources, DIT will initiate sustained off-line
advertising campaigns for both Web sites, encompassing the following: (i) advertising in regional and national
Chinese-language finance and business-oriented newspapers within the United States and Canada; (ii) advertising is
regional and national Chinese-language finance and business-oriented magazines within the United States and Canada;
(iii) regional television advertising within major United States and Canadian markets during highly-rated, business, finance
and news-oriented Chinese-language programs; and (iv) regional radio advertising within major United States and
Canadian markets during highly-rated, business, finance and news-oriented Chinese-language programs.

**Material Agreements**

DIT entered into a two (2) year distribution license agreement with S&P Comstock, Inc. on October 9, 2000 and
corresponding vendor agreements with NYSE, NASDAQ and AMEX in order to receive delayed and real-time stock
quotes for Quote888.com.

The S&P Comstock agreement grants to DIT a non-exclusive license and provides the feed for the distribution of delayed
and real-time data from the NYSE, NASDAQ and AMEX through the World Wide Web on Quote888.com.

DIT entered into an agreement with NYSE on November 10, 2000 authorizing DIT to receive NYSE and AMEX data from
S&P Comstock.

On November 10, 2000, DIT entered into an agreement with NASDAQ authorizing DIT to receive NASDAQ data from
S&P Comstock.

DIT entered into a one (1) year renewable license agreement with Zacks Research Investment, Inc. on December 5, 2000
to receive certain data utilized by DIT in providing research material and analytical tools on Quote888.com. The service
includes information and data such as earnings estimates, historical earnings, company portraits and ratios and statistics
for more than 9,000 publicly held companies.

DIT entered into a two (2) year renewable distribution agreement with COMTEX News Network, Inc. on October 24, 2000
for the distribution of financial news on Quote888.com. Under the terms of the agreement, DIT has been given access to
content aggregated from established sources such as the Associated Press, PR Newswire and United Press International.
DIT has acquired the right to translate the content into Chinese and display the translated product on Quote888.com. DIT
assumes responsibility for all translation errors.

On October 10, 2000, DIT entered into a one (1) year renewable agreement with Sina.com, which provides for the
promotion of Quote888.com and Mybiz888.com on Sina.com. Sina.com provides banner advertising for Mybiz888.com on
its business channel and for Quote888.com on its finance channel. Sina.com also offers Mybiz888.com services and tools
on a co-branded channel (mybiz888.sina.com) within Sina.com. The channel is referred to as co-branded because the
format, selection and customization of the Mybiz888.com services have been determined jointly by DIT and Sina.com.
The co-branded channel features the logos of Sina.com and Mybiz888.com. DIT receives all revenues generated from the
services. DIT also provides Sina.com with daily Quote888.com content for display on Sina.com's finance channel.
Quote888.com's logo is featured on the channel and a direct link is provided to www.quote888.com.

On December 11, 2000, DIT entered into a one (1) year renewable content license agreement with Yahoo! Pursuant
thereto, DIT provides stock market and personal finance content for display on Yahoo's Chinese-language finance channel.
In turn, Yahoo! features the content on its Chinese-language finance channel, displays the Quote888.com logo on pages
featuring such content, and provides a direct link to www.quote888.com.

DIT has also entered into content-licensing agreements with e21Corp., Chinese Media Net, Inc. and Momentum Internet
Corp. Pursuant to its six-month renewable agreement with e21 Corp., entered into as of January 11, 2001, Quote888.com
receives daily Chinese-language finance-related content from e21times.com, an online provider of e-commerce
information. Quote888.com also receives promotion on e21times.com, including direct links to Quote888.com. In turn,
DIT provides banner advertising for e21times.com on Quote888.com. Similarly, under the one (1) year renewable
agreement with Chinese Media Net, Inc., entered into as of December 11, 2000, Quote888.com receives daily
Chinese-language content and receives banner advertising on chinesenewsnet.com, an online provider of Chinese-language
content. Under its one (1) year renewable agreement with Momentum Internet Corp., entered into as of January 31, 2001,
DIT receives daily Chinese-language content for display on Quote888.com and, in exchange, provides a link on pages
containing such content to the home page of Quote123.com.

DIT obtains most of the information on Quote888.com pursuant to these contractual agreements. As of the date hereof,
DIT believes it has satisfactory relationships with its suppliers of market data, financial programming and e-business
services.

**Our Competition**

DIT competes with a different set of competitors for each of Quote888.com and Mybiz888.com in its attempt at reaching
the Chinese population in the United States and Canada.

DIT is a relatively new entrant into online financial information and services market. As such, Quote888.com faces fierce
competition from several more established providers. Quote888.com competes directly with Chinese-language providers
of similar services such as ChineseInvestor.com, Quote123.com, Sina.com's finance channel and Yahoo's
Chinese-language finance channel. DIT believes that it can compete effectively with its competition because of the quality
of the Web site, which DIT believes is more user-friendly and easier to navigate. In addition, Quote888.com now offers a
limited number of real-time quotes for free, which is something not offered by any of its Chinese-language competitors.
Furthermore, Quote888.com is the only Web site that is focused exclusively on the Chinese population within the United
States and Canada. Notwithstanding the foregoing, Quote888.com is a relatively new entrant into the market and does not
have a many users as its competitor sites. Quote888.com's ability to compete with its competition depends upon factors
that include the timeliness and accuracy of its content, the utility of its services and the effectiveness of sales and
marketing efforts to increase its user base and generate revenues. Each of Quote888.com's competitors have longer
operating histories, greater name recognition, larger customer bases and greater financial resources than does
Quote888.com.

DIT is also a relatively new entrant into to the online market for ebusiness tools and services. Other providers of similar
services include MyComputer.com, Microsoft's BCentral, Bravenet.com, HitBox.com and Network Solutions. The
competitive advantage DIT offers is that Mybiz888.com is the only site presented in the Chinese language and that has a
focus on the Chinese population within the United States and Canada. Additionally, because Mybiz888.com also offers
Web development and maintenance services, DIT competes with providers of similar services. The market for Web
development services is extremely competitive, with hundreds of companies already offering similar services. Major
English-language competitors include Verio and Rare Medium. However, companies focused on the Chinese population
within the United States are limited to AsiaInfo and Sina.com. DIT believes that its can compete successfully by offering
high quality services, competitive pricing and flexibility for start-up companies and established companies.
Notwithstanding the foregoing, however, each of DIT's competitors has a longer operating history, greater name
recognition, a larger customer base and greater financial resources than does DIT.

**Our Technology**

DIT has developed and has exclusive ownership rights to all data-serving software utilized on Quote888.com and all
e-business services software utilized on Mybiz888.com. All market data-serving software utilized in Quote888.com has
been created by and is owned by DIT. All e-business services software utilized in Mybiz888.com has been created by and
is owned by DIT. DIT is expanding its internal development to create new, and enhance existing services, tools and
features for its Web sites.

**Protection of Intellectual Property**

DIT relies primarily on a combination of copyrightable interests in software and trade secret laws, our user policy and
restrictions on disclosure to protect its intellectual property, such as content, trademarks, trade names, trade secrets, and
technology. DIT enters into confidentiality agreements with its employees and consultants to control access to and
distribution of its other proprietary information. To date, DIT has not filed for protection of its copyright and other
intellectual property interests. Accordingly, it may be possible for a third party to copy or otherwise obtain and use the
content on its Web sites or other intellectual property without authorization. DIT's failure to protect its intellectual
property in a meaningful manner could have a material adverse effect on its business and financial condition. In addition,
DIT may need to engage in litigation in order to enforce its intellectual property rights in the future or to determine the
validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of
management and other resources, either of which could have a material adverse effect on DIT's business and financial
condition.

DIT also licenses certain data and content from third parties. There can be no assurance that the outcome of any litigation
between such licensors and a third party or between DIT and a third party will not lead to royalty obligations for which
DIT is not indemnified or for which such indemnification is insufficient, or that DIT will be able to obtain additional
licenses on commercially reasonable terms, if at all. In the future, DIT may seek to license additional technology or
content in order to enhance current features on its Web sites or to introduce new services. There can be no assurance that
any such licenses will be available on commercially reasonable terms, if at all. The loss of or inability to obtain or
maintain any of these technology licenses could result in delays in introduction of new services until equivalent
technology, if available, is identified, licensed and integrated.

**Research and Development**

As of December 31, 2000, DIT had spent approximately $130,000.00 on product development. DIT's primary focus has
been software development.

**Employees and Consultants**

To date, there are ten full-time (10) personnel dedicated to DIT's business, with five working in technical, product and
content development, one in sales and marketing, two in customer support, and two in management and administration.
DIT has also retained one consulting executive to advise in the management of DIT on a full-time basis. DIT has never had
a work stoppage and considers its employee relations to be good.

DIT believes that its future success will depend in part on its continued ability to attract, integrate, retain and motivate
highly qualified sales, technical, and managerial personnel, and upon the continued service of its key personnel. None of
its personnel is bound by an employment agreement that prevents such person from terminating his or her relationship at
any time for any reason. Competition for qualified personnel is intense, particularly in the Los Angeles, California area,
where DIT's headquarters are located. There can be no assurance that DIT will successfully attract, integrate, retain and
motivate a sufficient number of qualified personnel to conduct its business in the future.

**Reports to Security Holders**

DIT is subject to the informational requirements of the Securities Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, DIT files reports, proxy statements, and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W. Washington D.C. 20549. The public may read and copy
any materials filed by the small business issuer with the Securities and Exchange Commission at the Securities and
Exchange Commission's Public Reference Room at 450 Fifth Street, N.W. Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the Securities and Exchange
Commission. The address of that site is www.sec.gov.

Item 2. Description of Property

DIT owns no real estate and maintains its executive offices at 9420 Telstar Avenue, Suite 211 El Monte, CA 91731, which
premises have 2,085 square feet and have been leased for two (2) years by DIT, ending May 31, 2002.

Item 3. Legal Proceedings

DIT knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending,
threatened or contemplated. There are no unsatisfied judgments against DIT.

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

No matters were submitted to a vote of the security holders during the fourth quarter of the fiscal year ended December 31,
2000.

PART III

Item 5. Market for Common Equity and Related Stockholder Matters

There is currently no public trading market for the Company's securities. There are approximately 302 holders of the
Company's common stock.

To date, there have been no dividends paid. There are no restrictions that would limit the ability to pay dividends in the
future.

On July 12, 2000, DIT executed a loan agreement with Richard Manley in the amount of $20,000.00, with a maturity date
of June 30, 2001. The interest rate of 8% per annum is compounded monthly. Upon maturity, Mr. Manley has the right, at
his option, to require DIT to convert the unpaid principal balance and accrued interest into shares of common stock at a
price of $0.875 per share, for a total of 22,857 shares.

On August 30, 2000, DIT executed a loan agreement with WGN Enterprises, Ltd. ("WGN") in the amount of $140,000.00,
with a maturity date of June 30, 2001. The interest rate of 8% per annum is compounded monthly. Upon maturity, WGN
has the right, at its option, to require DIT to convert the unpaid principal balance and accrued interest into shares of
common stock at a price of $0.875 per share, for a total of 160,000 shares.

Item 6. Management's Plan of Operation

Management will focus its resources during the following twelve months in the following areas:

Ongoing Development of the Quote888.com Web site. Management believes that the quality of Quote888.com compares
favorably with that of its competitors, in terms of the design and layout of the site, the software technology developed and
utilized in connection with the site, and the breadth and quality of information available on the site. Management believes
that, in order to effectively market Quote888.com as a quality destination for the consumption of online finance-oriented
information and services in Chinese, DIT must continue to improve on and expand the scope of information and services
available. This includes the development of increasingly specialized and detailed informational services designed to
provide users with unbiased assistance in connection with market-related decision-making. In addition to developing these
services within the company, management will seek to enter into relationships with reliable third party providers of
content and services that management believes will be useful and valuable to Quote888.com users and will facilitate
development of the Quote888.com brand. Management will utilize care is selecting quality third party providers.
Management plans to market Quote888.com to the Chinese community by maintaining its online presence with Sina.com
and Yahoo! and developing and implementing a traditional media marketing campaign within the major metropolitan
markets of the United States and Canada. As Web site traffic grows, management believes that DIT will be able to
generate greater revenues from advertising, which includes online advertising, direct email marketing for third parties
through Quote888.com's opt-in database of registered users and referral fees. As required, management also plans to hire
up to three (3) marketing and sales professionals within the next twelve months, who will seek to develop such revenue
streams, as well as generate clientele for Quote888.com's content and software licensing services.

Mybiz888.com Web Development Services. Management believes that resources devoted to Mybiz888.com should be
focused on generating revenues from providing Web development and maintenance services. Because of the increasing
relevance of the Internet as an information medium and a platform to conduct commerce, management believes that the
demand for technology will continue to experience overall growth during the next twelve months. Management also
believes that, while there are numerous providers of Internet-based technology services, DIT offers a high quality product,
competitive pricing and expertise, both in finance-related Web development (through Quote888.com) and the
Chinese-language. Such expertise will be marketed to traditional and e-business that has or is contemplating a related
presence on the Web. As stated previously, management plans to hire up to three (3) marketing and sales professionals
during the next twelve months. Their duties during the next twelve months will also encompass the development of
business relationships with companies that can utilize DIT's Web development services.

Ongoing Development of Other Services. Although DIT will focus proportionately greater resources during the next
twelve months in the areas set forth above, management believes that it is important to continue development and
marketing of all other areas of Quote888.com and Mybiz888.com. Management will seek economically efficient ways to
develop and promote these areas.

Item 7. Financial Statements.

**DIT VENTURES, INC.**

**Financial Statements and Supplementary Information**

**For the year ended December 31, 2000**

**And**

**Independent Auditor's Report**

**DIT VENTURES, INC.**

**Financial Statements and Supplementary Information**

**December 31, 2000**

**Table of Contents**

**Independent Auditor's Report**

**Financial Statements**

**Balance Sheet**

**Statement of Income**

**Statement of Stockholders' Equity**

**Statement of Cash Flows**

**Notes to Financial Statements**

**Independent Auditor's Report on Supplementary Information**

**Supplementary Information**

**Supplementary Schedule- Operating Expenses**

******

*********Edward C. Lee,
CPA***

**Independent Auditor's Report**

**To the Board of Directors and Stockholders of**

DIT Ventures, Inc.

We have audited the accompanying balance sheet of DIT Ventures, Inc.****as of December 31, 2000 and the related statement
of income, stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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
DIT Ventures, Inc**.,** as of December 31, 2000 and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net
working capital and shareholders' deficiency, 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.

____________________________

Edward C. Lee

Certified Public Accountant

El Monte, California, U.S.A.

March 9, 2001

1

**DIT VENTURES, INC.**

Balance Sheet

As of December 31, 2000

<table>

<th>

**ASSETS**

**<tc>**

|**CURRENT ASSETS**                     |          
|-------------------------------------- | ---------
|Cash & cash equivalent (Note 2)        | $ 92,095 
|Accounts receivable-net                | 6,420    
|Prepaid expenses and other (Note-3)    | 2,767    
|                                       |          
|TOTAL CURRENT ASSETS                   | $ 101,282
|                                       |          
|**PROPERTY AND EQUIPMENT-NET**(Note-4) | 84,631   
|                                       |          
|**OTHER ASSETS**                       |          
|Security deposit                       | 9,500    
|                                       |          
|**TOTAL ASSETS**                       | $ 195,413

**</table>**

See accompanying notes to the financial statements.

2

**DIT VENTURES, INC.**

**Balance Sheet**

**As of December 31, 2000**

<table>

<th>

**LIABILITIES & EQUITY**

<tc>

|**CURRENT LIABILITIES**                            |          
|-------------------------------------------------- | ---------
|Notes payable - Current (Note-5)                   | $ 180,000
|Credit card-American Express                       | 1,700    
|P/R tax & withholding payable                      | 9,273    
|Accrued expenses (Note-6)                          | 36,625   
|                                                   |          
|TOTAL CURRENT LIABILITIES                          | $ 227,598
|                                                   |          
|**NONCURRENT LIABILITIES**                         | -        
|                                                   |          
|**STOCKHOLDERS' EQUITY** (Note-7)                  |          
|Stock authorized: 70,000,000 Common                | **-**    
|30,000,000 Preferred                               | -        
|Stock issued: 11,940,714 common @ $0.001 par value | 11,941   
|                                                   |          
|Additional paid-in capital                         | 270,762  
|Accumulated deficit                                | (314,888)
|Stockholders' equity - Net                         | (32,185) 
|                                                   |          
|**TOTAL LIABILITIES & EQUITY**                     | $ 195,413

</table>

See accompanying notes to the financial statements.

3

**DIT VENTURES, INC.**

Statement of Income

For The Year Ended December 31, 2000

<table>

<tc>

|                                    | Year-to-date

Dec. 31, 2000
|----------------------------------- | ---------------------------
|Revenue (Note-8)                    | $ 21,751                   
|Cost of revenue                     |                            
|Web site development cost           | 120,112                    
|Marketing cost                      | 46,867                     
|Domain name fee                     | 250                        
|Gross profit (loss                  | (145,478)                  
|                                    |                            
|Operating expenses                  |                            
|Marketing expenses                  | 669                        
|General and administrative expenses | 163,833                    
|Operating income/ (loss)            | (309,980)                  
|                                    |                            
|Other expense & loss                |                            
|Interest expense                    | (4,908)                    
|                                    |                            
|Income / (loss) before taxes        | (314,888)                  
|                                    |                            
|Provision for taxes (Note-9)        | -                          
|                                    |                            
|Net loss                            | $ (314,888)                
|                                    |                            
|Loss per share (Note-11)            | **$ (0.026)**              

</table>

See accompanying notes to the financial statements.

4

**DIT VENTURES, INC.**

**Statement of Stockholders' Equity**

As of December 31, 2000

**<table>**

<tc>

| | Common Stock | Accumulated | 
| | ------------ | ----------- | 

|Balance                    | Share      | Value     | Deficit     | Total     
|-------------------------- | ---------- | --------- | ----------- | ----------
|June 1, 00 (note 1)        | 11,800,000 | $ 11,800  |             | $ 11,800  
|Issued to Dec. 31, 00      | 140,714    | 141       |             | 141       
|                           |            |           |             |           
|Additional paid in capital |            | 270,762   |             | 270,762   
|Deficit                    | ___ -      | -         | $ (314,888) | (314,888) 
|Bal. Dec. 31, 2000         | 11,940,714 | $ 282,703 | ($ 314,888) | ($ 32,185)

</table>

See accompanying notes to the financial statements.

5

**DIT VENTURES, INC.**

**Statement of Cash Flows**

**For The Year Ended December 31, 2000**

<table>

<tc>

|**CASH FLOWS FROM OPERATING ACTIVITIES**                      |            
|------------------------------------------------------------- | -----------
|Net income for the period                                     | $ (314,888)
|Adjustments to reconcile net income to net cash               |            
|Depreciation                                                  | 2,572      
|Cash provided by (used for) changes in assets and liabilities |            
|Accounts receivable                                           | (6,420)    
|Prepaid purchase-Domain names                                 | ( 1,750)   
|Prepaid - other                                               | ( 81)      
|Misc. deposits                                                | ( 936)     
|Credit card- American Express                                 | 1,700      
|P/R tax & withholding payable                                 | 9,273      
|Accrued expenses & interest                                   | 36,625     
|NET CASH USED FOR OPERATING ACTIVITIES                        | (273,905)  
|                                                              |            
|**CASH FLOWS FROM INVESTING ACTIVITIES**                      |            
|Purchases of fixed assets                                     | (87,203)   
|Security deposits                                             | ( 9,500)   
|NET CASH USED FOR INVESTING ACTIVITIES                        | (96,703)   
|                                                              |            
|**CASH FLOWS FROM FINANCING ACTIVITIES**                      |            
|Proceeds of issuance of common stock                          | 282,703    
|Notes payable - Current                                       | 180,000    
|NET CASH PROVIDED BY FINANCING ACTIVITIES                     | 462,703    
|                                                              |            
|NET INCREASE (DECREASE) IN CASH                               | 92,095     
|                                                              |            
|Cash and cash equivalents, beginning of period                | $ -        
|                                                              |            
|Cash and cash equivalents, end of period                      | $ 92,095   
|                                                              |            
|Supplementary disclosure of cash flow information:            |            
|Cash paid: Interest expense                                   | $ -        
|Income taxes                                                  | $ -        

</table>

See accompanying notes to the financial statements.

6

**DIT VENTURES, INC.**

**Notes to Financial Statements**

**December 31, 2000**

**Note-1 Organization and Summary Significant Accounting Policies**

Organization and Purpose

The company was incorporated on February 25, 1981 in the state of Michigan, U.S.A. under the name Clarks Fork Oil
Company, Inc. On March 24, 1994, the company changed its name to Paramount Casino Corporation. The company has
been substantially inactive since incorporation.

MEDIA888.COM was incorporated on June 1, 2000 in the state of Nevada and authorized to do intrastate business in the
state of California on June 13, 2000. On August 14, 2000, the name of the corporation was changed to DIT Ventures, Inc.
DIT Ventures, Inc. is mainly engaged in the business of website design & hosting, financial information translating, and
the network link of business to business and business to consumers.

**Merger and Basis of Presentation**

On September 28, 2000, a company, Paramount Casino Corporation, entered into an agreement and plan of merger to
acquire all of the issued and outstanding shares of DIT Ventures, Inc. ("DIT") in exchange for 4,300,000 common shares of
Paramount (the "Agreement"). Certain of Paramount's significant shareholders also entered into an agreement with the
shareholders of DIT to sell a total of 6,119,500 common shares of Paramount held by them to the shareholders of DIT.

Completion of these transactions occurred on October 15, 2000 and Paramount changed its name to DIT Ventures, Inc. As
the shareholders of DIT obtained control of Paramount on completion of these transactions, the Agreement was accounted
for as a capital transaction, effectively as if DIT had issued shares to acquire Paramount, followed by a recapitalization.
Under recapitalization accounting, the historical assets, liabilities, revenues and expenses will be those of DIT, with
Paramount's assets, liabilities, revenues and expenses consolidated effective October 15, 2000.

The balance sheet as of December 31, 2000 has been prepared based on the balance sheet of each of Paramount and DIT
as at October 15, 2000 and gives retroactive effect to the Agreement as at June 1, 2000. DIT's additional paid-in capital has
been reduced by Paramount's deficiency in assets at October 15, 2000 (detail below). In addition, as Paramount's common
shares have a par value of $0.001 per share, DIT's additional paid-in capital has also been reduced by the $7,500 par value
of Paramount's previously issued share capital.

See accompanying notes to the financial statements.

7

<table>

<th>

**Share capital and additional paid-in capital**

|                                                                                                                                                      | Number of shares | Share capital | Additional paid-in
capital | Total share capital and
additional paid-in
capital
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ------------- | -------------------------- | --------------------------------------------------
|DIT balance, 10/15/00 prior
to the Agreement with
Paramount                                                                                           | 4,300,000        | $ 4,300       | $ 174,800                  | $ 179,100                                         
|Paramount balance, 10/15/00
prior to the Agreement with
DIT                                                                                           | 7,500,000        | 7,500         | -                          | 7,500                                             
|Reduction in additional
paid-in capital to reflect the
par value of Paramount's
outstanding shares as a result
of DIT's reverse takeover of
Paramount | -                | -             | (7,500)                    | (7,500)                                           
|Reduction in additional
paid-in capital to reflect the
shareholders' deficiency of
Paramount as a result of
DIT's reverse takeover of
Paramount       | -                | -             | (26,397)                   | (26,397)                                          
|DIT/Paramount balance,
10/15/2000                                                                                                                     | 11,800,000       | $11,800       | 140,903                    | $152,703                                          
|(retroactive back 6/01/00)                                                                                                                            |                  |               |                            |                                                   

</table>

****

**Going Concern**

These financial statements have been prepared in accordance with accounting principles applicable to a going concern,
which assumes that the company will realize its assets and discharges its liabilities in the ordinary course of business. At
December 31, 2000, the company has a working capital and shareholders' deficiency of $32,185 and has incurred losses in
each period since incorporation. The ability of the company to settle its liabilities as they come due and to fund its ongoing
operations is dependent upon the company's ability to obtain financing, new capital injection, and ultimately achieve
profitable operations from its business activities. Failure to continue as a going concern would require a restatement of
assets and liabilities on a liquidation basis, which could differ materially from the going concern basis. Subsequent to
December 31, 2000, the company has raised $60,000 cash and has a written financing proposal for an additional $500,000
of financing. Management believes that these funds will enable the company to continue in business for at least another 12
months.

See accompanying notes to the financial statements.

8

Significant Accounting Policies

The company uses the accrual method of accounting for financial reporting and income tax purpose by which assets and
liabilities are recorded and revenues and expenses are recognized in the period in which they are earned and incurred.

**A. Use of Estimates**

In preparing financial statements in conformity with generally accepted accounting principles, management is required to
make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.

**B. Income Taxes**

In February 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 109
("SFAS 109"), Accounting for Income Taxes. SFAS 109 requires a change from the deferred method of accounting for
income taxes of APB Opinion No. 11 to the asset and liability method of accounting for income taxes. Under the asset and
liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future income tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled.

**C. Revenue Recognition and SAB 101 Impact**

The company has reviewed Securities and Exchange Commission Staff Accounting Bulletin ("SAB") No. 101, "Revenue
Recognition in Financial Statements", and its effect on the recognition of online service and other fee revenue. The
company believes the effect of SAB 101 on its historical fee revenue to be insignificant. DIT Ventures has, however,
adopted the provision for future licensing, web-hosting and maintenance fee revenue. As such, any future license fee,
web-hosting fee and maintenance fee revenue will be recognized ratably over the period of the licensing, web-hosting on
maintenance agreements.

With the exception of the licensing fees, maintenance fees and web-hosting fees mentioned above, other revenue
generating agreements are on a fee for service basis. These transaction revenues will be derived primarily from
subscription fees, banner ads, and news dissemination fees. In all of these revenue streams, revenue will be recognized
only when the services for which payment has been received have been performed.

See accompanying notes to the financial statements.

9

The company will record barter revenue only to the extent that specific objective evidence exists demonstrating the fair
value of benefits given and received. As a result, most barter transactions will be judged to have no value or associated
revenue. To date advertising revenue which includes barter advertising, has accounted for less than 1% of the company's
revenue.

**Note-2Cash and Cash Equivalents**

<table>

<tc>

|Cash on hand                                      | $ 524   
|------------------------------------------------- | --------
|United National Bank #3026469 (Business Checking) | 91,571  
|Total                                             | $ 92,095

</table>

**Note-3Prepaid Expenses and Other**

<table>

<tc>

|Prepaid purchase - Domain names | $ 1,750
|------------------------------- | -------
|Prepaid legal fee               | 936    
|Prepaid - other                 | 81     
|                                | $ 2,767

</table>

**Note-4Property and Equipment**

Property and equipment additions are recorded at cost. Maintenance, repairs, and renewals are expensed, and additions and
improvements are capitalized. Depreciation is computed using straight-line methods over the estimated useful lives of
asset ranging from 5-7 years.

<table>

<tc>

|Furniture & fixture                            | $ 11,955
|---------------------------------------------- | --------
|Computer - PC's                                | 27,443  
|Computer - Servers                             | 37,320  
|Office equipment                               | 1,052   
|Computer software                              | 9,433   
|Less accumulated depreciation and amortization | (2,572) 
|Total fixed asset - Net                        | $ 84,631

</table>

**Note-5Notes Payable and Related Party Transaction**

<table>

<tc>

|Loan from Richard Manley-A          | $ 20,000 
|----------------------------------- | ---------
|Loan from WGN Enterprises, Ltd.-B   | 140,000  
|Loan from WGN Enterprises, Ltd. - C | 20,000   
|                                    | $ 180,000

</table>

See accompanying notes to the financial statements.

10

A. This loan was executed on July 12, 2000 with maturity date June 30, 2001. Interest rate is stated at 8% per annum,
compounded monthly.

B. This loan was executed on August 30, 2000 with maturity date June 30, 2001. Interest rate is stated at 8% per annum,
compounded monthly.

Upon maturity, the above two creditors have the right, at their options, to require the company to convert all of the unpaid
principal balance and accrued interest into shares of the common stock of the company at a deemed price per share of
$0.875. In the event of a prepayment of Loan B, the creditor may only elect to convert a lesser portion of its loan principal
into common shares (up to $40,000) and must accept the balance in cash.

C. This loan was executed on September 28, 2000 with a maturity date of June 30, 2001. Interest is calculated at 8% per
annum.

**Note-6Accrued Expenses**

<table>

<tc>

|Accounting fee    | $ 7,133 
|----------------- | --------
|Advertising       | 6,500   
|Outside service   | 2,200   
|Consulting fee    | 7,000   
|Legal fee         | 8,546   
|Interest expenses | 5,102   
|Office expenses   | 144     
|                  | $ 36,625

</table>

**Note-7Ownership**

Authorized - 70,000,000 common shares

30,000,000 preferred shares

Issued - 11,940,714 common shares with a par value of $0.001 per

shares. Nil Preferred Shares with no voting policy or other rights yet established.

See accompanying notes to the financial statements.

11

Note-8Cost of Revenue and Website Development Cost

<table>

<tc>

|Website development cost       |          
|------------------------------ | ---------
|Internet fees-T1               | $ 13,321 
|Salaries & wages               | 94,745   
|Payroll taxes                  | 9,474    
|Depreciation                   | 2,572    
|Website development cost-Total | 120,112  
|Marketing costs                | 46,867   
|Domain name fee                | 250      
|                               | $ 167,229

</table>

**Website Development Costs**

For Fiscal 2001, the company has implemented policy 002 of the Emerging Issues Task Force with respect to its
statements. As such, in statements after December 31, 2000, computer software costs that are incurred in the preliminary
project stage will be expensed as incurred. Once an application reaches the development stage, internal and external costs
will be capitalized. Such costs include but are not limited to external direct costs and services, payroll and payroll related
costs, and interest costs incurred while developing internal use software. All capitalized costs will be amortized on a
straight-line basis over four years.

Management estimates that had this policy been in place for the period ended December 31, 2000, $137,201 of the
Website Development Costs listed above would have been capitalized.

**Note-9Provision for Income Tax**

No income tax provision is recorded for the period end. According to California's R&TC Secs. 23153 & 23221 and
AB10(CH.99-64), new C corporations formed or qualified to do business in California on or after January 1, 2000, are
exempt from the minimum franchise tax during the first two years of business. These corporations are exempt from the
minimum franchise tax prepayment to the Secretary of State (SOS) and from the second year's minimum franchise tax,
which is paid as the first estimated tax payment.

There are no material disclosures required under SFAS 109 (see Note-1). The company has a loss carry forward of
$314,888 available to offset income for the next 20 years for federal income tax purpose.

See accompanying notes to the financial statements.

12

**Note-10Lease Commitment**

The company leases its office space under one noncancelable operating lease. The commencement date is June 1, 2000
and will expire on May 31, 2002. Future minimum lease payments are as follows:

<table>

<tc>

|31-Dec-01                    | $ 33,777
|---------------------------- | --------
|31-May-02                    | 14,074  
|Total minimum lease payments | $ 47,851

</table>

**Note-11Loss Per Share**

The calculations of loss per share in the information for the period ended December 31, 2000 is based on the weighted
average number of common shares of post-merger DIT that would have been outstanding for the period from June 1, 2000
to December 31, 2000.

See accompanying notes to the financial statements.

13

******

*********Edward C. Lee,
CPA***

**Independent Auditor's Report**

**on Supplementary Information**

To the Board of Directors and Stockholders of

****DIT Ventures, Inc.

Our report on our audit of the basic financial statements of DIT Ventures, Inc. for the year ended December 31, 2000
appears on page 1. That audit was conducted for the purpose of forming an opinion on the basic financial statements taken
as a whole. The accompanying Supplementary Schedule- Operating Expenses is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements, and, in our opinion, the information is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.

_____________________________

Edward C. Lee, CPA

Certified Public Accountant

El Monte, California, U.S.A.

March 9, 2001

14

**DIT VENTURES, INC.**

**Supplementary Schedule-Operating Expenses**

**December 31, 2000**

<table>

<tc>

|**A. Marketing expenses**                |          
|---------------------------------------- | ---------
|Printing                                 | $669     
|Total marketing expenses                 | 669      
|                                         |          
|**B. General & Administrative expenses** |          
|Accounting                               | 3,875    
|Advertising                              | 10,833   
|Bank charge                              | 245      
|Credit card fees                         | 180      
|Dues and subscriptions                   | 2,975    
|Entertainment                            | 110      
|Equipment rental                         | 80       
|Site information delivery                | 1,120    
|Delivery expenses                        | 140      
|Health and dental insurance              | 2,086    
|Liability insurance                      | 850      
|Insurance-other                          | 771      
|Legal & professional                     | 29,606   
|Consulting fee                           | 20,586   
|Licenses and fees                        | 2,000    
|Office expense & supplies                | 3,401    
|Postage                                  | 933      
|Rent                                     | 19,703   
|Repairs and maintenance                  | 965      
|Salaries and wages                       | 48,192   
|Outside service                          | 7,520    
|Alarm & security                         | 175      
|Taxes-payroll                            | 3,906    
|Telephone                                | 2,400    
|Travel                                   | 1,181    
|Total general & administrative expenses  | 163,833  
|Total operation expenses                 | $ 164,502

See accompanying notes to the financial statements.

15

******

*********Edward C. Lee,
CPA***

April 12, 2001

Mr. Kenneth Kang Yeh, CEO/President

DIT Ventures, Inc.

9420 Telstar Avenue, Suite 211

El Monte, CA 91731

Re: Filing of Form 10-K

Dear Mr. Yeh:

We have audited the financial statements of DIT Ventures, Inc. (DITV) for the year ended December 31, 2000. We hereby
grant our consent for DITV to include our audited report (dated March 9, 2001) in DITV's filing of Form 10-K.

Very truly yours,

______________________

Edward C. Lee, CPA

***El Monte, California*****

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

None. Not applicable.

PART III

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

Set forth below are the names, ages, positions and business experience of the executive officers and directors of DIT. All
directors hold office until the next annual meeting of the Company's shareholders and until their successors have been
elected and qualify. Officers serve at the pleasure of the Board of Directors. No family relationship exists between the
executive officers and directors of the Company.

Kenneth Yeh, President, Secretary and Chairman of the Board, age 25, has been involved with the Company since its
inception. From October 1999 to August 2000, Mr. Yeh was a principal engineer at Mariner Networks, Inc., a network
software company engaged in the development of broadband access concentrators for wide area networking (WAN)
communities, which provides mid-sized companies with economically viable access to broadband services. Its products,
sold to OEMs, service providers and end-users through offices in the United States and Europe, allow integration of voice,
data and video networks onto a single WAN backbone. From July 1997- October 1999, Mr. Yeh served as a senior
software engineer at Nortel Networks, Inc., a global leader in telephony, data, wireless and wireline solutions for the
Internet. Mr. Yeh holds a B.S. degree in Computer Science & Engineering from the University of California, Los Angeles
(1997) and an M.S. in Computer Science (Software Engineering) from the University of Southern California (1999).

Greg Amor, Chief Financial Officer, age 44, resigned from his position as Secretary and Director on October 15, 2000. Mr.
Amor is an experienced venture capitalist and has been a director or senior officer of numerous public companies since
1985. From January 1997 to the present, Mr. Amor has served as President of Resource Management, Ltd., in which
capacity he provides administrative, accounting and management-related consulting services. From March 2000 to August
2000, Mr. Amor also served as Chief Financial Officer of Light Management Group Inc., a publicly-traded company
engaged in the development of an acoustic-laser switch for fiber optic cable communications. Mr. Amor has also served as
a director with Okak Bay Resources, Ltd. (February 1996-March 2000), Golden Cariboo Resources, Ltd (April
1997-present) and Double Creek Mining, Ltd (March 1987-present), each of which are engaged in mineral resource
exploration in Canada and are publicly traded on the CDNX. Mr. Amor holds a Licenciate in Accounting degree and the
professional designation of Chartered Accountant.

Qingkuang Yang, Director, age 28, has been involved with the Company since its inception. Mr. Yang previously served as
a software engineer for Unlocked, Inc., an Internet-based provider of e-commerce solutions, Web site design and database
integration services (August 1998- August 1999). Mr. Yang has subsequently been responsible for the design and site
architecture of several well-known Asian Internet sites. His repository includes an Internet-based Asian financial
information provider, ChuMD.com (http://www.chumd.com), an on-line medical and healthcare information and services
company serving the global Chinese community, and DocFoot.com (http://www.docfoot.com), a podiatrist web-site. Mr.
Yang holds a B.S. in Computer Science from Western Michigan University (1998).

Eric Lo, Director, age 25, has been involved with the Company since its inception. Mr. Lo previously served as a senior
software engineer at Nortel Networks form May 1998-March 2000, in which capacity he was responsible for the design
and development of digital communications systems. Nortel Networks is a global leader in telephony, data, wireless and
wireline solutions for the Internet. Mr. Lo holds a B.S. degree in Computer Science from the University of California, Los
Angeles (1998).

Item 10. Executive Compensation

Greg Amor, DIT's Chief Financial Officer, entered into a one-year employment agreement, dated October 15, 2000,
pursuant to which he will receive an annual salary of $60,000.00 as compensation for his services.

Since June 1, 2000, Ken Yeh has received an annual salary of $70,000.00, and serves without an employment agreement.

No other Officers or Directors received compensation during the period ending September 30, 2000.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Securities Ownership of Certain Beneficial Owners and Management

<table>

<tc>

|Title of Class | Name and Address of
Beneficial Owner | Amount and Nature of
Ownership | Percent of Class
|-------------- | ------------------------------------ | ------------------------------ | ----------------
|Common         | Richard Manley                       | 900,000                        | 7.6%            
|Common         | Joseph Puglia                        | 750,000                        | 6.3%            
|Common         | Glen Watson                          | 900,000                        | 7.6%            
|Common         | Kenneth Yeh                          | 5,864,700                      | 49.7%           
|Common         | Greg Amor                            | 375,000                        | 3.2%            
|Common         | J. Frank Callaghan                   | 375,000                        | 3.2%            
|Common         | Amitesh Damudar                      | 869,800                        | 7.4%            
|Common         | Eric Lo                              | 205,000                        | 1.7%            
|Common         | Qingkuang Yang                       | 205,000                        | 1.7%            
|Common         | Officers and Directors, as a
group   | 6,649,700                      | 56.4%           

</table>

DIT is unaware of any arrangements at this time that would result in a change of control.

Item 12. Certain Relationships and Related Transactions.

WGN Enterprises, Ltd. ("WGN") executed a loan agreement with DIT on August 30, 2000 in the amount of $140,000.00,
with a maturity date of June 30, 2001 and an interest rate of 8% per annum, compounded monthly. Greg Amor, Chief
Financial Officer, is the beneficial owner of WGN. Upon maturity, WGN has the right, at its option, to require DIT to
convert the unpaid principal balance and accrued interest into shares of common stock at a price of $0.875 per share, for a
total of 160,000 shares.

Richard Manley, a shareholder, executed a loan agreement with DIT on July 12, 2000 in the amount of $20,000.00, with a
maturity date of June 30, 2001, and an interest rate of 8% per annum, compounded monthly. Upon maturity, Mr. Manley
has the right, at his option, to require DIT to convert the unpaid principal balance and accrued interest into shares of
common stock at a price of $0.875 per share, for a total of 22,857 shares.

Item 13. Exhibits and Reports on Form 8-K

Exhibits No. Document Location

3(i) Articles of Incorporation Incorporated by reference

3(ii) Bylaws Incorporated by reference

23 Consent of Experts and Counsel Included in Item 7 above

There have been no reports on Form 8-K filed during the last quarter of the fiscal year ended December 31, 2000.

Signatures

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

DIT VENTURES, INC.

________________________________

Kenneth Yeh

President, Secretary

________________________________

Greg Amor

Chief Financial Officer

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

________________________________

Kenneth Yeh, Chairman of the Board

________________________________

Qingkuang Yang, Director

________________________________

Eric Lo, Director