SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10 - KSB
                  Annual Report Pursuant to Section 13 or 15(d)
                     Of the Securities Exchange Act of 1934

                   For the Fiscal Year ended December 31, 2000
                       Commission File Number 33 - 281888

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
             (Exact name of registrant as specified in its charter)

        Colorado                                                 84 - 1116458
        --------                                                 ------------
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)

       650 West Georgia Street, Suite 450, Vancouver, B.C., Canada V6B 4N8
       -------------------------------------------------------------------
             (Address of Principal Executive Offices) (Postal Code)

       Registrant's telephone number, including area code: (604) 684-8662

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

                            Title of each class: None

                 Name of each exchange on which registered: None

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

                            Title of each class: None

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 the filing
requirements for at least the past 90 days.

                                    Yes [X]  No [ ]

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

State issuer's revenues for its most recent fiscal year.

Transitional Small Business Disclosure Format:

                                    Yes [ ]  No [X]

Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 31, 2000: $ 4,873,148

Number of outstanding shares of the Registrant's No Par Value Common Stock, as
at December 31, 2000: 10,920,029
<PAGE>

                                     PART I
                                     ------

Item 101 DESCRIPTION OF BUSINESS

(a) Business Development

Jefferson Capital Corporation (the Company), a development stage company, was
organized under the laws of the State of Colorado on February 28, 1989. The
Company is in the development stage as defined in Financial Standards Board
Statement No. 7.

On January 4, 1990, the Company sold 10,000,000 units of no par value common
stock in a "Blind Pool" public offering. The offering price for each unit was
$.01. Each unit consisted of one share of the Company's no par value common
stock and 25 Class A Common Stock Redeemable Purchase Warrants (Class A
Warrants). The Class A Warrants are exercisable for 24 months from the effective
date of the registration statement (October 30, 1989) and entitled the holder
thereof to purchase 25 shares of common stock at a price of $.014 per share. The
Company received $72,730, net of offering costs, from the sale of common stock
in the public offering.

Effective June 13, 1990, the Company entered into a merger agreement with Ohio &
Southwestern Energy Company (OHIO). The Company issued 80,000,000 shares of its
common stock in exchange for all of the outstanding shares of OHIO. After the
exchange of shares, OHIO's sole shareholder, Members Service Corporation (MSC),
owned 80% of the Company's issued and outstanding common stock. The name of the
corporation was changed to Ohio & Southwestern Energy Company (OHIO).

While the company commenced 1990 with a successful public offering, the
subsequent merger agreement with Ohio & Southwestern Energy Corp. (OHIO) became
an abortive transaction. The new management of OHIO never completed the merger
with assets represented, and without authorization distributed the corporate
funds to unauthorized parties or uses which resulted in a total write off of the
capital of the Company.

The majority stockholder, MSC, failed to disclose to the minority stockholders
the distribution of corporate funds during the year ended 1990. The Company
recorded an extraordinary loss in the amount of $69,116 as a result of the
unauthorized distribution of corporate funds in 1990.

The minority shareholders filed a complaint in Arapahoe County Colorado District
Court, Civil Division, during April, 1991 alleging among other things that the
majority shareholder, MSC, failed to disclose the distribution of corporate
funds, failed to account for the operations of the corporation, transferred
assets of the corporation without stockholder or board meetings and questioned
the value of the corporations assets and operations.

On August 28, 1991, a Receiver was appointed and the court ordered the
80,000,000 shares of common stock issued to MSC to be canceled. On January 12,
1995, the minority shareholders filed a motion for supplemental orders
requesting that the merger between Jefferson Capital Corporation and Ohio and
Southwestern Energy Company be declared null and void and a bar date of April
15, 1995, be set within which any and all creditors must file a claim.

On May 23, 1995, the Receiver issued his final report stating that no claims of
creditors had been filed by the bar date. The Receiver incurred $36,395 in costs
during receivership. Certain of the costs had been advanced by the Receiver in
the anticipation of issuance of shares of common stock by the Board of Directors
after the dismissal of the Receivership.

On June 21, 1995, the Court ordered the merger null and void, approved the
Receiver's final report and authorized the restoration of the name of the
Company to Jefferson Capital Corporation. The Board has elected to retain the
existing name for consistency. The Company engaged in no foreign operations or
export sales to date.

                                       1
<PAGE>

On August 30, 1995 the shareholders of the company voted to approve a reverse
split of up to one new share for 300 shares outstanding. On September 25, 1995,
the directors effectuated a reverse split on a one for 300 shares basis.

The Company was inactive in 1997.

On June 25, 1998, OHIO entered into a Purchase Agreement with CanArab
Acquisitions Corp. under which Can Arab purchased 8,650,000 common shares of The
Ohio & Southwestern Energy Company for $160,000, from GeoTech Management
Services, Inc.

The following shareholders of CanArab Acquisition Corp. own or control more than
5% of the total issued capital of CanArab:

Cankaz Technology Systems Corp.         10,000,000 shares         41%
Arab-German Fisheries, Inc.              9,500,000 shares         39%

Gerab Investments is owned 80% by Abbas Salih and 20% is held by 2 German
citizens. Cankaz Technology is owned 100% by Gerab Investments. Arab
German-Fisheries is owned 80% by Gerab Investments Corp. and 20% by the Arab
Group International for Investment and Acquisition. . Abbas Salih would be
considered as the control person of the aggregated entities and he therefore
controls 80% of the Registrant.

OHIO entered into a Plan of Reorganization Agreement to acquire CanArab
Technology Limited from shareholders in consideration of the issuance of
Fourteen Million Six Hundred Fifty Thousand (14,650,000) shares of common stock
of Registrant. CanArab has developed marine aquaculture designs for shrimp
farming. Concurrent with the acquisition. CanArab Acquisitions Corp. was to
surrender 8,650,000 shares to Registrant for cancellation. The acquisition was
never completed because funding sufficient to implement the plan of business was
never achieved.

The Company entered into an Agreement in October 1998 to acquire
CanbauConstruction GMBH of Germany for one million shares of common stock of the
Registrant. The Agreement required certain due diligence investigation and was
based upon the representation of Canbau that it will have audited financial
statements showing a four million dollar asset base. Canbau was retained to
construct a shrimp processing plan in Germany with an estimated cost of $42
million, subject to arrangement of financing which is not yet assured as of the
date of the Agreement. The Agreement was never consummated due to lack of
funding and has expired.

On July 31, 2000 the Company entered into an Agreement and Plan of
Reorganization with Canarab Technology Limited ("CAT"), a Yukon Corporation,
wherein the CAT shareholders agreed to exchange all of the issued and
outstanding shares of CAT for a total of 5,280,907 shares in the common stock of
the Company and, thereby, become a wholly owned subsidiary of the Company. CAT
is the holder of a Letter Agreement to purchase certain interests in Strategic
Profits Inc. ("SPI"), a British Columbia corporation, doing business as
communitystorefronts.com.

Under the terms and conditions of the Letter of Intent with SPI, CAT can acquire
a 40% interest in SPI by SPI issuing common escrow shares equal to 40% of the
total issued and outstanding shares of SPI, in exchange for CAT issuing
2,475,000 common escrow shares. As a further share purchase option, SPI has
granted to CAT the right to acquire an additional 35% of SPI's outstanding
shares by the issuance of up to 2,400,000 common shares of CAT, which shares
will both become part of the existing common escrow shares of SPI and CAT under
the Agreement. The SPI escrow shares can be released to CAT on the basis of CAT
providing funding to SPI, from any source, to assist in the implementation of
its business plan dated April l, 2000. CAT must provide SPI with up to
$2,400,000 in Canadian funds in order to have all the SPI escrow shares released
to CAT. The formula for release of the SPI escrow shares provides that for every
increment of $400,000 Cdn of funding provided by CAT to SPI 1/6 of the SPI
escrow shares are released to CAT. SPI has further granted to CAT the first
right of refusal to acquire the remaining 25% of SPI shares.

                                       2
<PAGE>

SPI can earn the release of all or a portion of the CAT escrow shares by
achieving certain minimum revenue generating projections over a three to five
year period. If the maximum total funding to be provided by CAT of $2,400,000 in
the first year is not achieved then the amount of revenue needed to release 1/3
of the Cantech escrow shares in each of the following three years, as stipulated
in the Letter of Intent, will be prorated lower by the factor of the percentage
of the total agreed funding ($2,400,000) achieved. Any CAT escrow shares not
released by the end of the third year may be released at the end of year five by
SPI generating combined revenue of $20,000,000 Cdn in years four and five. Any
shares not released at the end of year five are subject to repurchase by Cantech
for $0.001 per share.

In December, 2000 the Company secured short term financing sufficient to begin
funding SPI as per its business plan and to secure the first release of the SPI
escrow shares under the provisions of the CAT/SPI Letter of Intent which the
Company assumed. The Company completed a 1,133,334 unit private placement
consisting of one share and one warrant, exerciseable within one year at $2.00
per share, at a price of $0.30 US per unit for total proceeds of $340,000 . The
final balance of this unit private placement of 533,333 shares was completed on
February 14, 2001 for additional proceeds of $160,000.

(b) Business of Issuer

Ohio & Southwestern Energy Company (OHIO), through its pending reorganization
with CAT and thereby its interest in Strategic Profits Inc. (SPI), and in
consultation and with the support of its major shareholders, has chosen as its
primary business to enter the mainstream world of e-commerce and internet
business.

SPI is an ASP (Application Service Provider) doing business as
communitystorefronts.com. Since formation in l994, SPI has successfully
developed and marketed a full line of turnkey e-commerce software and services
and customized packages to Canadian small and midsized businesses, non-profit
organizations and charities to assist them in the necessary transition of their
operations, in whole or in part, to the rapidly emerging e-commerce sector and
to develop winning strategies for the future. In 1999, SPI founded the Strategic
Nonprofits International Foundation to provide its services to the international
charitable sector. SPI has focused much of its efforts on educating its clients
and others through seminars and on-line training.

SPI offers what they believe is a unique full service of online educational
training, consulting, web hosting, web design, database development, shopping
cart, e-payment solutions, e-tax receipting, internet marketing strategies,
digital certificates required to help merchants, non-profit organizations and
registered charities go online, automated billing and bundled credit card and
cash secure online payment and billing form services. Some of SPI's e-commerce
products are proprietary i.e. Mastercart Shopping Cart and some are offered in
conjunction with the products and services of "name brand" partners like the
Royal Bank of Canada. SPI's business models are designed to be e-commerce
templates or "cookie-cutter" such that they can be easily adapted or applied to
similar business entities or organizations in other countries.

SPI believes that one of the strongpoints of its business strategies has been
its ability to form key allliances and partnerships with government
organizations and major participants in the e-commerce and internet marketplace.
In June of l977, SPI was the first to market in Canada with secure online web
transactions and front to back internet service in conjunction with their
alliance partner, the ROYAL BANK OF CANADA. In June of l988, SPI partnered with
the FEDERAL GOVERNMENT OF CANADA (INDUSTRY CANADA), THE ROYAL BANK OF CANADA, GE
CAPITAL IT SOLUTIONS AND OPEN MARKET to launch communitystorefronts.com,
"Canada's premier marketplace for shopping and fundraising securely on-line".
Today, communitystorefronts.com is a fully commercialized e-commerce portal
offering online shopping, fundraising, webcasting and secure payment systems.

                                       3
<PAGE>

In December, 2000 SPI formed a partnership with TWIN LION SYSTEMS, INC. which
will allow SPI's online merchants to take advantage of Twin Lion's unique
"Hyperwallet" eTailer Technology and sell online using cash from clients'
existing bank accounts while ensuring security, privacy and confidentially.

Also, in December, 2000 SPI completed and released the electronic software
distribution (ESD) application of their Mastercraft shopping cart software. ESD
is a secure system for selling software and intellectual property over a
network. ESD systems provide secure communications that customers use to
download and pay for electronic versions of products and services. Using ESD,
businesses are able to sell electronic goods (everything from software packages
to recipes) online. The customer is able to download immediately the products
purchased by secure credit card or cash online payment systems.

In January, 2001 SPI's partner, VIAVID BROADCASTING INC., a leading edge company
specializing in streaming media technology over the internet, including
financial webcasts, concluded arrangements to distribute broadband content to
Excite for @Home, one of the leaders in Broadband. Under the agreement, the
weekly program "Mike Talks About Money", a partnership between VIAVID and
Strategic Profits Inc., will now be made available to Excite for @Home's 700,000
broadband subscriber households across Canada. This program is hosted by Michael
Campbell, one of Canada's most respected business analysts.

Also, in January, 2001, SPI launched an official, electronic tax receipting
(e-receipts) service, for SPI's charity customers. Registered charities can now
replace paper tax receipts with electronic tax receipts for donations made
online. SPI worked very closely with the Canada Customs and Revenue Agency
("CCRA"), formerly Revenue Canada, and charitable customers in developing this
technology. The SPI e-receipt service meets, or exceeds all of the CCRA
requirements for issuing official receipts for income tax purposes. The
implementation of SPI's e-receipting service will provide significant cost
savings to charities, by reducing postage charges and staff processing time.

In February, 2001 SPI, HEWLETT-PACKARD CANADA AND TELUS ADVANCED COMMUNICATIONS
CORPORATION formed an alliance to deliver a secure internet-based credit card
payment service through a new co-branded product called PAYPAQ(TM). This
alliance provides organizations of any size with access to a state of the art
comprehensive payment service offering security, hosting, consulting,
integration, education and implementation. It is now available on a regional and
national basis in Canada. HEWLETT-PACKARD Canada, with more than 1,500 employees
at 19 locations in Canada and $1.8 Billion (Canadian) in revenue in fiscal 2000
will be providing all the necessary consulting, hardware and software including
two HP 9000 L2000 servers, MC/Serviceguard for high availability and Verifone
Payworks 3 as the payment engine. TELUS CORPORATION, one of Canada's leading
telecommunications companies providing a full range of communications products
including voice, data, Internet, advertising and wireless and with revenues of
$5.9 Billion (Canadian) in 1999, is hosting the service from its sophisticated
data centre which is equipped with maximum security, 7 x 24 monitoring, support
and high speed Internet connectivity. SPI will provide the consulting,
integration, education and implementation expertise for the array of products
available under this integrated service. PAYPAQ(TM) services and products will
be offered to SPI, TELUS and HP existing customers, TELUS and HP internal
organizations and new and emerging clients from all sectors of the e-business
community. A large scale joint sales and marketing program is underway to
promote the PAYPAQ(TM) online service.

In March, 2001, SPI received approval from the Industrial Research Assistance
Program (IRAP) for funding for the development of a Windows based software
application for recurring credit card processing. On April 2, 2001 SPI released
its beta version 1.0 of its recurring batch software which will enable merchants
to generate a database of recurring credit card transactions through a Windows
based software application.

This system will work in conjunction with SPI's existing Verifone Payworks 3
payment engine. IRAP is the award-winning innovation assistance service of the
National Research Council of Canada, a Government of Canada Agency.


                                       4
<PAGE>

The current Canadian e-commerce market is estimated to be 2.5 million small and
medium-sized businesses of which only 20 % are engaged in e-commerce. With over
55% of the Canadian population online, Canadian merchants will accelerate their
conversion to e-commerce for cost savings and new revenue sources.

The Canadian and International e-commerce markets are estimated to be at least
24 months behind the United States. SPI is targeting the United Kingdom,
European Countries, select Middle Eastern countries, Africa and the Asia Pacific
as its most promising markets. Through its association with Industry Canada SPI
has the opportunity to participate in trade missions around the world and
through its partnership with the United Nations SPI has the platform to bring
e-commerce to developing nations through the licensing of its
communitystorefronts.com technology and templates. SPI currently has a project
underway in the Honduras and has letters of intent from organizations in other
countries. The United States has many similar types of solution providers as SPI
however, with the advantage of its existing associations and alliances to the
Canadian Government, to the Royal Bank of Canada and other major financial
institutions and to large corporations like HEWLETT-PACKARD and TELUS SPI will
introduce its successful templates and co-branded products as part of a
broadscale marketing plan. SPI has the capacity to set up U.S. currency accounts
in Canada through the Royal Bank and in the U.S. through Network 1.

In addition to the existing trademark on PAYPAQ, the 'communitystorefronts.com
logo will be trademarked for protection in the global marketplace.

SPI expects to garner a significant portion of the non-profit fundraising market
in Canada and the U.S. where fundraising online is still in its infancy. Surveys
conducted indicate that online fundraising is attracting many new donors and
amounts raised are surpassing traditional methods.

SPI's direct Canadian competitors in the area of secure payment payment systems
include Paradate, Internet Secure, Cybercash, The Canadian Imperial Bank of
Commerce and other financial institutes. Major Canadian online shopping mall
portal competitors are Canada.com (Southam Newspapers), Suncommerce Corporation
and Canoe.com, although none of these offer a complete full service package.

SPI's transaction fees are priced below its competitors and its other services
are priced to be on par or less. Its programmers have developed many proprietary
programs and processing forms for uniformity and ease of integration.

The management and administrative staff of OHIO and SPI consist of twelve
full-time employees and four part-time. The OHIO administrative office has five
full-time staff including the President and CEO Ralph Shearing, a receptionist
and three finance and administration members. The SPI operations and technical
facility has seven full time employees including the President and CEO,
Catherine Clarke, a Vice-President, a Chief Technical Officer, an Administrative
Manager, a Financial Manager and two programmers and four part-time technical
support staff. SPI also has assembled a team of five advisors and consultants
with expertise in specific areas of interest for the Company who can be
contracted for services on an ad hoc basis as required.

Item 102 DESCRIPTION OF PROPERTY

OHIO maintains an office in downtown Vancouver, British Columbia on a sublease
which has a term of five years. The total monthly rent is $535 including taxes
and surcharges. Records are maintained and mail received at the offices of the
corporate solicitor in Houston, Texas. SPI maintains a separate office and
technical facility in downtown Vancouver, B.C. on a month to month lease. The
rental payment on this site is approximately $1,400 per month.

At the present time, neither OHIO or SPI have any real estate holdings and there
are no plans to acquire any real property interests.

Item 103 LEGAL PROCEEDINGS

(a)      The Company is not a party to any legal proceedings or pending legal
         proceedings in any jurisdiction.
(b)      The Company is not a party to any proceeding involving a governmental
         authority nor is it aware of any matter or cause which may be
         contemplated by any governmental authority as to possible proceedings.


                                       5
<PAGE>

                                     PART II

Item 201 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

The Common Shares of OHIO are quoted and traded on the OTC Bulletin Board. The
range of high and low bid quotations for each quarter within the last two fiscal
years, as reported by Bloomberg, was as follows:

    2000                               High               Low
    ----                               ----               ---

  First Quarter                        0.125              0.125
  Second Quarter                       0.125              0.125
  Third Quarter                        0.625              0.312
  Fourth Quarter                       4.500              0.437

        1999
        ----

  First Quarter                        0.375              0.845
  Second Quarter                       0.375              0.250
  Third Quarter                        0.375              0.375
  Fourth Quarter                       0.375              0.375

The above quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.

(b) Holders

As at December 31, 2000 there were approximately 60 holders of record of the
common shares of OHIO.

(c) Dividends

The Company has not declared or paid any cash dividends on its common stock in
the last two fiscal years and does not anticipate paying dividends until
sufficient cash reserves are generated through operations.


                                       6
<PAGE>

                                    PART III


Item 303 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

(a) Plan of Operation

Under the Agreement and Plan of Reorganization, Canarab Technology Limited and
The Ohio & Southwestern Energy Company, OHIO will be required to raise
additional funds in the amount of a minimum of $1.5 Million over the next 9 to
12 months in order to meet the schedule of funding for SPI and for general and
administrative expenses. The management is currently soliciting proposals for
financing in the $2 to $4 Million range for this fiscal period to provide an
extra level of insurance in the event that the current economic slowdown and,
particularly, the downturn in the technology sector continues beyond this year.

The Company does not have a separate Research and Development department as its
main business involves the marketing of a comprehensive package of e-commerce
services and applications rather than the development of proprietary hardware
and software products. The Company has several employees whose responsibilities
involve the programming of data and the designing of customized web-sites and
e-commerce forms and solutions. There are no plans to implement any research and
development in the next 12 month period. As well, the Company does not plan to
purchase any significant physical plant and equipment but will upgrade any of
its existing office level equipment as required.

Item 304 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Amisano Hanson, Chartered Accountants, of Vancouver, British Columbia, were
appointed as auditors for the Company for the fiscal year 1998. Prior auditors
for the Company for the fiscal years 1991 through 1997 were A.J. Robbins &
Company, CPA's, of Denver, Colorado. The decision to change auditors was
recommended and approved by the board of directors in the course of business as
there was a change of control and new directors in 1998 who resolved to have the
auditing services located in the Vancouver area where the Company was
headquartered.

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

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

Item 310 FINANCIAL STATEMENTS

Please refer to pages F-1 through F-14


                                       7
<PAGE>

                                    PART IV


Item 401 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

(a) The directors and executive officers of the Company as at December 31, 2000
are as follows:

         Name                       Age               Position
         ----                       ---               --------

         RALPH SHEARING             44               PRESIDENT, CEO

         ABBAS SALIH                53                CHAIRMAN


Each director and executive officer of the Company is elected at the Annual
Meeting of Shareholders to hold office until the next Annual Meeting of
Shareholders and until his successor has been elected and qualified. Any
director appointed to fill a vacancy on the board shall serve for the unexpired
term of his predecessor. Officers of the Company are elected at the Annual
Meeting of the Board of Directors to serve until the next Annual Meeting of the
Board of Directors and until a successor has been duly elected and qualified. A
vacancy in any office may be filled by the Board of Directors for the unexpired
term of the departing officer.

Ralph Shearing was appointed as a Director and President in December, 1998 and
Abbas Salih was appointed Chairman of the Board on October 7, 1998.

RALPH E. SHEARING, B.SC., P.GEOL., AGE 44, PRESIDENT AND CEO

Mr. Shearing has been President and Director of Ohio since December, 1998. Mr.
Shearing graduated from the University of British Columbia in 1981 with a
Bachelor of Science Degree in Geology and immediately began practicing his
profession in Canada on numerous large scale mining projects. In 1985 he and a
colleague founded Quest Canada Drilling Ltd., a very successful diamond drilling
company, and, in 1986, he founded Soho Resources Corp., a petroleum exploration
company currently listed on the Canadian Venture Exchange (symbol "SOH"). Soho
has natural gas production from a field it is jointly developing in Utah, U.S.A.
Mr. Shearing also serves on the Board of Intertech Minerals Corp., a Canadian
diamond exploration company.

With over fourteen years of senior level public company management experience,
Mr. Shearing is well qualified and competent to preside over the Board of Ohio.

ABBAS SALIH, AGE 53 CHAIRMAN OF THE BOARD/SECRETARY

Mr. Salih has been a Director and Chairman of the Board since October, l998. Mr.
Salih is a graduate of the Khartoum Technical Institute in the Sudan. He
received his formal training while serving as a member of the Sudan Royal Air
Force which included attendance at the British Royal Air Force Academy, Newton
No. 9 in Nottingham, England, where he studied aircraft electronics and
instrumentation.

After his British training, Mr. Salih received further aviation training in
Kyrgyzstan, Southern Russia, as a guest of the Russian Air Force where he
studied and maintained MIG - 21 jet aircraft.

Mr. Salih has conducted business in Europe and the Middle East, most extensively
in Germany and the Sudan, prior to taking residence in Canada in l994. He and
several associates formed Regions International Investment Company Limited
(RIICO) in l989, the largest trucking company in the Sudan with a fleet of 125
tanker/cargo transport vehicles. As a Director of RIICO Mr. Salih was
instrumental in securing a $20 Million financing for the company's initial
capital requirements. Mr. Salih joined the Board of Directors of Arab Group
International for Investment and Acquisitions (AGIIA) during 1992 and was
instrumental in arranging the acquisition of the controlling share interest in
the Ohio & Southwestern Energy Company. Mr. Salih's Middle Eastern and European
contacts plus his experience in arranging financing for large projects, allows
Ohio access to significant foreign resources including people and potential
capital.

                                       8
<PAGE>

(b) Significant Employees

CATHERINE CLARKE-LUCKHURST, BACH. OF BUSINESS ADMINISTRATION

Mrs. Clarke-Luckhurst is the founder and President of Strategic Profits Inc., an
application service provider doing business as communitystorefronts.com. Under
the terms of the agreement with Ohio, Mrs. Clarke-Luckhurst will become a major
shareholder of Ohio and Ohio will own a controlling share position of SPI with
the first right of refusal to acquire 100% of SPI.

Mrs. Clarke-Luckhurst graduated from Simon Fraser University in British Columbia
in April, l992 with a degree in Business Administration. Her business career
began in the fall of l992 in print publishing as a contract publisher for Equity
Magazine in Vancouver, B.C.

Recognizing the opportunities for the internet in commerce, Catherine
established Strategic Profits Inc. in the fall of 1994 and over the last five
years has persisted in making SPI a leading proponent in Canada of e-commerce
and internet solutions for small to medium-sized businesses.

Catherine has a wealth of e-commerce knowledge and contacts gained from the many
educational seminars she has conducted, from consultations with both government
and business leaders and through hands-on e-business online development.

Well known for her weekly internet segments on moneytalks TV with her long-time
supporter, Michael Campbell, Mrs. Clarke-Luckhurst speaks to businesses and
charitable organizations regularly to educate and assist them in all aspects of
e-commerce and the internet.

(c) Family Relationships

There are no family relationships among directors, executive officers, officers
or significant employees and any nominees chosen to hold these positions.

(d) Involvement in Certain Legal Proceedings

In the last five years no director, executive officer, promoter or control
person or any nominee for these positions has been the subject of any legal
proceeding in any court of jurisdiction and there are no outstanding orders,
decrees or judgments on any legal matter.

Item 402 EXECUTIVE COMPENSATION

(a) GENERAL

(1) On July 1, 2000 the Company entered into two Management Services Agreements,
one with a director and Chairman of the Board of the Company and the other with
a company controlled by a director and President of the Company, wherein the two
executives will each be paid the sum of $3,500 per month for a period of two
years expiring on July 1, 2002. The sum of $42,000 has accrued to the executive
officers of the Company as a group for services rendered to the Company in all
capacities during the 2000 fiscal year.

No one executive officer received, or has accrued for his or her benefit, in
excess of $60,000 in the twelve month period ending December 31, 2000. On
December 1, 2000 the Company entered into a Management Services Agreement with a
company controlled by an individual acting in the capacity of senior advisor to
the Company. This Agreement provides for the payment of the sum of $3,500 per
month for a period of two years expiring on December 1, 2002.

On September 30, 2000 the Company's Board of Directors adopted and approved an
Employee Stock Option Plan which allows for the granting of no greater than
1,000,000 incentive common share purchase options at a price of not less than
100% of the fair market value of the stock on the date of granting of the
option. Under the Plan options are exercisable within five years of the date of
granting, or, 2 months after employment ceases, whichever date is earliest. The
plan is effective for a period of ten years expiring on September 30, 2010. The
options vest as to 20% upon granting and then 20% every three months so that the
options are fully vested at the end of one year.

                                       9
<PAGE>

To date, a total of 17 employees including directors and officers have been
granted share purchase options to acquire a total of 800,000 common shares of
the Company at a price of $0.50 per share. The President of the Company, the
Chairman of the Board and a senior employee have been granted 95,000 share
purchase options each under the Plan.

No other compensation not described above was paid or distributed during the
last fiscal year to the executive officers of the Company. There are no
compensatory plans or arrangements, with respect to any former or present
executive officer of the Company which result or will result from the
resignation, retirement or other termination of such officer's employment with
the Company or from a change of control of the Company or a change in the
officer's responsibilities following a change in control.

(b) SUMMARY COMPENSATION TABLE
(1)
<TABLE>

                     SUMMARY COMPENSATION TABLE OF EXECUTIVE OFFICERS
                     ------------------------------------------------
<CAPTION>
                                                               LONGTERM COMPENSATION
                                     ANNUAL COMPENSATION               AWARDS
   (a)                   (b)       (c)     (d)       (e)          (f)         (g)
NAME AND                YEAR     SALARY   BONUS  OTHER ANNUAL  RESTRICTED  SECURITIES
PRINCIPAL                                        COMPENSATION    STOCK     UNDERLYING
POSITION                                                         AWARDS     OPTIONS/
                                    $       $         $            $         SARS(#)
-----------------------------------------------------------------------------------------------
<S>                     <C>         <C>     <C>     <C>            <C>       <C>
RALPH SHEARING          2000        0       0       21,000         0         95,000
Director/President      1999        0       0         0            0           0
                        1998        0       0         0            0           0


ABBAS SALIH             2000        0       0       21,000         0         95,000
Director/Chairman/      1999        0       0         0            0           0
        Secretary       1998        0       0         0            0           0


CATHERINE CLARKE-       2000        0       0         0            0         95,000
       LUCKHURST        1999        0       0         0            0           0
                        1998        0       0         0            0           0


MARIO C. AIELLO         2000        0       0        3,500         0           0
                        1999        0       0         0            0           0
                        1998        0       0         0            0           0
</TABLE>


(b)
(2)(iv)  Other than the share purchase options detailed under column (g) there
         were no other long-term compensation awards or payouts in the last
         fiscal year ending December 31, 2000.

(b)
(2)(v)   There was no other compensation for the fiscal year ended December 31,
         2000.

                                       10
<PAGE>

(c) OPTION/SAR GRANTS TABLE
<TABLE>
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>

                                           Individual Grants
(a)                             (b)                           (c)                 (d)             (e)
Name                       Number of                  % of Total Options/       Exercise       Expiration
                           Securities Underlying      Granted to Employees      or base        Date
                           Options/SAR's Granted      in Fiscal Year            Price($/Sh)

<S>                                 <C>                       <C>                 <C>          <C>
Ralph Shearing                      95,000                    11.87               $0.50        30/09/05
(Director)

Abbas Salih                         95,000                    11.87               $0.50        30/09/05
(Director)

Catherine Clarke-                   95,000                    11.87               $0.50        30/09/05
Luckhurst
(Senior Employee)
</TABLE>
<TABLE>

(d) AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

             AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
         (a)               (b)            (c)            (d)                 (e)
         Name            Shares          Value     Number of Securities   Value of
                        Acquired on     Realized   Underlying             Unexercised
                        Exercise(#)       ($)      Unexercised Options    In-the-Money
                                                   SAR's at FY-End (#)    Options/SAR's at
                                                                          FY-End ($)

<S>                         <C>            <C>         <C>                  <C>
Ralph Shearing              0              0           95,000               $378,100

Abbas Salih                 0              0           95,000               $378,100

Catherine Clarke-           0              0           95,000               $378,100
    Luckhurst

Mario C. Aiello             0              0                0                  0
</TABLE>


(e) LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE

         None. Not Applicable


(f) COMPENSATION OF DIRECTORS
     (1) Standard Arrangements - none
     (2) Other Arrangements - none

                                       11
<PAGE>

(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
    ARRANGEMENTS

    (1) Effective July 1, 2000 the Company entered into two Management Services
    Agreements, one with the Chairman of the Board of the Company, Abbas Salih,
    and one with a company controlled by the President of the Company, Ralph
    Shearing. The following are the terms and conditions of the two agreements
    which are alike in all aspects:

    o    The executive officers are designated as independent contractors to the
         Company and not employees of the Company.
    o    The executive officers are contracted to provide management services
         and administrative services as required by the Board of Directors and
         shall liase with, advise and report to the Board upon all aspects of
         the business and affairs of the Company.
    o    The term of the agreements is two years.
    o    The remuneration under the Agreements to each executive officer is
         $3,500 per month plus reimbursement of all reasonable out-of-pocket
         expenses incurred by the officer in providing the services.
    o    The Agreements may be terminated by the Company upon written notice of
         six months or for cause.
    o    The Agreements may be terminated by the officers by written notice of
         not less than thirty days.

     (2) None. Not Applicable

(h) REPORT ON REPRICING OF OPTIONS/SAR'S
     (1) Not Applicable.
     (2) Not Applicable


Item 403 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


(a) The following table sets forth information, as at December 31, 2000, with
respect to the beneficial ownership of the company's no par value common shares
by each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock, and by the Company's Management.

    TITLE OF CLASS    NAME AND ADDRESS OF      BENEFICIAL OWNERSHIP  PERCENT
                      BENEFICIAL OWNER                              OF CLASS
    -----------------------------------------------------------------------

    Common            Ralph Shearing                      0               0%
                      President

                      Suite 450, 650 West
                      Georgia Street,
                      Vancouver, B.C.

    Common            Abbas Salih                    8,650,000           80%
                      Chairman/Secretary
                      Suite 450, 650 West
                      Georgia Street
                      Vancouver, B.C.

    Officers and Directors as a group                8,650,000           80%

* The 8,650,000 shares controlled by the officers and directors as a group is
beneficially owned by Canarab Acquisitions, a private company the majority of
whose shares are controlled by Abbas Salih. Mr. Ralph Shearing is President of
Canarab Acquisitions and a minority shareholder.

(c) CHANGES IN CONTROL
     None


Item 404 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None


EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------

The following documents are filed as part of this report:

(1)      Reports on Form 8-K (Incorporated herein by reference):

         None

(2)      Exhibits:




                                       12
<PAGE>
<TABLE>
<CAPTION>

         Regulation               Exhibit                             Form 10-K Consecutive
         S-K Number                                                   Page Number
         ----------       --------------------------                  --------------------------

         <S>              <C>                                                <C>
         3.1              Articles of Incorporation                            *
         3.2              Bylaws                                               *
         24.2             Court Order dated August 23, 1991                   **
         24.3             Court Order dated June 21, 1995                     **
         24.4             Share Purchase Agreement                           (1)
         24.5             Agreement and Plan of Reorganization
                          Canarab Technology Limited and The Ohio
                          And Southwestern Energy Company                    (3)
</TABLE>

*        Incorporated by reference to SEC Filing #33-28188
**       Incorporated by reference to 10-KSB Report for the year ending December
         31, 1994
(1)      Incorporated by reference to Form 8-K filed July 10, 1998
(2)      Incorporated by reference to Form 8-K filed July 10, 1998
(3)      Incorporated by reference to Form 8-K filed August 10, 2000



                                   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.

         Date:                                  THE OHIO & SOUTHWESTERN ENERGY
               -------------------              --------------------------------
                                                COMPANY (Registrant)
                                                -------


                                                /s/ Ralph Shearing
                                                --------------------------------
                                                Ralph Shearing, President


Pursuant to 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.


         Date: April 12. 2001                   THE OHIO & SOUTHWESTERN ENERGY
                                                --------------------------------
                                                COMPANY (Registrant)
                                                -------



         /s/ RALPH SHEARING                     /s/ ABBAS SALIH
         ---------------------------            --------------------------------
         Ralph Shearing, Director/President     Abbas Salih, Director/Chairman/
                                                  Secretary





                                       13
<PAGE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY

                          (A Development Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                           December 31, 2000 and 1999

                             (Stated in US Dollars)


                                      F-1

<PAGE>


TERRY AMISANO LTD.                                             AMISANO HANSON
KEVIN HANSON, C.A.                                         CHARTERED ACCOUNTANTS

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders,
The Ohio & Southwestern Energy Company

We have audited the accompanying balance sheets of The Ohio & Southwestern
Energy Company (A Development Stage Company) as at December 31, 2000 and 1999
and the statements of operations, stockholders' deficiency and cash flows for
each of the years in the three year period ended December 31, 2000 and for the
period from inception of the development stage, February 28, 1989 to December
31, 2000. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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, these financial statements present fairly, in all material
respects, the financial position of The Ohio and Southwestern Energy Company as
at December 31, 2000 and 1999, and the results of its operations and its cash
flows for each of the years in the three year period ended December 31, 2000 and
for the period from inception of the development stage, February 28, 1989 to
December 31, 2000, in accordance with accounting principles generally accepted
in the United States of America.

The accompanying financial statements referred to above have been prepared
assuming that the company will continue as a going concern. As discussed in Note
1 to the financial statements, the company is in the development stage, and has
no established source of revenue and is dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other matters as set forth in Note 1, raise substantial doubt that
the company will be able to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

The financial statements for the period from inception, February 29, 1989 to
December 31, 1997 were audited by other auditors who expressed an opinion
without reservation on those statements in their report dated April 16, 1998.

Vancouver, Canada                                          "AMISANO HANSON"
February 1, 2001, except as to Note 8, which is as         Chartered Accountants
 of February 14, 2001, and Note 3, which is as of
 March 31, 2001


Suite 604 - 750 West Pender Street                     Telephone: (604) 689-0188
Vancouver, BC, Canada                                  Facsimile: (604) 689-9773
V6C 2T7                                                E-MAIL: amishan@telus.net



                                      F-2
<PAGE>
<TABLE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                                 BALANCE SHEETS
                           December 31, 2000 and 1999
                             (Stated in US Dollars)
                             ----------------------


<CAPTION>
                                     ASSETS
                                     ------
                                                         December 31,    December 31,
                                                             2000            1999
                                                         -------------   -------------
<S>                                                      <C>             <C>
Current
   Cash                                                  $      1,381    $          1

Advance to related party - Note 3                             325,000               -
                                                         -------------   -------------
                                                         $    326,381    $          -
                                                         =============   =============

                                   LIABILITIES
                                   -----------
Current
   Accounts payable - Notes 3, 4 and 8                   $    257,586    $     27,188
   Due to related party - Note 4                               72,479          58,772
                                                         -------------   -------------
                                                              330,065          85,960
                                                         -------------   -------------

                            STOCKHOLDERS' DEFICIENCY
                            ------------------------
Common stock - Notes 3 and 8                                  458,730         118,730
Contributed capital                                           104,149          25,442
Deficit accumulated during the development stage             (566,563)       (230,132)
                                                         -------------   -------------
                                                               (3,684)        (85,960)
                                                         -------------   -------------
                                                         $    326,381    $          -
                                                         =============   =============
</TABLE>

Nature and Continuance of Operations - Note 1
Commitments - Notes 3 and 11
Subsequent Events - Notes 3 and 8

ON BEHALF OF THE BOARD:


    "Ralph Shearing"    , Director          "Abbas Salih"    , Director
------------------------                ---------------------


                             SEE ACCOMPANYING NOTES

                                      F-3
<PAGE>
<TABLE>

                             SEE ACCOMPANYING NOTES
                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                 for the years ended December 31, 2000, 1999 and
                1998 and February 28, 1989 (Date of Inception) to
                                December 31, 2000
                             (Stated in US Dollars)
                             ----------------------
<CAPTION>
                                                                                         Cumulative
                                                                                       from February
                                                                                       28, 1989 (Date
                                                                                      of Inception) to
                                                                                        December 31,
                                               2000           1999          1998            2000
                                           ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>
Expenses
   Accounting and audit fees               $     5,886    $     4,277    $     4,500    $    14,663
   Amortization                                      -              -              -            750
   Consulting fees - Notes 3 and 4             165,840              -          6,200        182,040
   Filing fees                                   5,189              -            300          5,489
   Legal fees                                   13,584         10,462         33,090         62,136
   Management fees - Note 4                     42,000              -          7,000         49,000
   Office and general expenses -Note 4           6,572          5,619          8,542         77,696
   Rent - Note 4                                 6,057          5,471          2,886         14,414
   Telephone expense                             7,112          2,250          2,452         11,814
   Transfer agent fees                           2,976          3,058          1,358          7,392
   Travel and promotion                          2,508          4,858          1,444          8,810
   Non-cash compensation charge - Note 3        78,707              -              -         78,707
                                           ------------   ------------   ------------   ------------
Loss before the following:                    (336,431)       (35,995)       (67,772)      (512,911)
   Unauthorized distribution                         -              -              -        (69,116)
   Gain on settlement of debt                        -              -         15,464         15,464
                                           ------------   ------------   ------------   ------------
Net loss for the period                    $  (336,431)   $   (35,995)   $   (52,308)   $  (566,563)
                                           ============   ============   ============   ============
Basic loss per share                       $     (0.03)   $         -    $     (0.01)
                                           ============   ============   ============
Weighted average number of common shares
 outstanding                                 9,986,330      9,736,695      7,835,928
                                           ============   ============   ============
</TABLE>

                             SEE ACCOMPANYING NOTES

                                      F-4
<PAGE>
<TABLE>

                             SEE ACCOMPANYING NOTES
                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                     STATEMENTS OF CHANGES IN STOCKHOLDERS'
            DEFICIENCY for the period from February 28, 1989 (Date of
                         Inception) to December 31, 2000
                             (Stated in US Dollars)
                             ----------------------
<CAPTION>

                                                                       Deficit
                                                                     Accumulated
                                          Common Stock                During the
                                     -------------------- Contributed Development
                                      Shares      Amount    Capital     Stage       Total
                                     ---------  ---------  ---------  ---------   ---------
<S>                                    <C>      <C>        <C>        <C>         <C>
Balance, February 28, 1989                  -   $      -   $      -   $      -    $      -
  Issuance of stock to insiders
   on March 7, 1989 - at $0.30
   per share                           33,347     10,000          -          -      10,000
                                     ---------  ---------  ---------  ---------   ---------
Balance, December 31, 1989             33,347     10,000          -          -      10,000
  Issuance of stock during
   public offering for $3.00 per
   share, net of offering costs of
   $27,270                             33,348     72,730          -          -      72,730
  Net loss                                  -          -          -    (84,159)    (84,159)
                                     ---------  ---------  ---------  ---------   ---------
Balance, December 31, 1990             66,695     82,730          -    (84,159)     (1,429)
  Net loss                                  -          -          -     (3,416)     (3,416)
                                     ---------  ---------  ---------  ---------   ---------
Balance, December 31, 1991             66,695     82,730          -    (85,575)     (4,845)
  Net loss                                  -          -          -     (2,713)     (2,713)
                                     ---------  ---------  ---------  ---------   ---------
Balance, December 31, 1992             66,695     82,730          -    (90,288)     (7,558)
  Net loss                                  -          -          -     (1,614)     (1,614)
                                     ---------  ---------  ---------  ---------   ---------
Balance, December 31, 1993             66,695     82,730          -    (91,902)     (9,172)
  Net loss                                  -          -          -     (1,863)     (1,863)
                                     ---------  ---------  ---------  ---------   ---------
Balance, December 31, 1994             66,695     82,730          -    (93,765)    (11,035)

                                                                     .../Cont'd.
</TABLE>

                             SEE ACCOMPANYING NOTES

                                      F-5
<PAGE>
<TABLE>

                                                                       Continued
                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                     STATEMENTS OF CHANGES IN STOCKHOLDERS'
            DEFICIENCY for the period from February 28, 1989 (Date of
                         Inception) to December 31, 2000
                             (Stated in US Dollars)
                             ----------------------
<CAPTION>


                                                                              Deficit
                                                                            Accumulated
                                            Common Stock                    During the
                                     ------------------------  Contributed  Development
                                       Shares       Amount       Capital      Stage          Total
                                     -----------  -----------  -----------  -----------   -----------
<S>                                  <C>          <C>          <C>          <C>           <C>
  Issuances of stock for
   services rendered - at $0.03
   per share                             50,000        1,500            -            -         1,500
  Contributed capital                         -            -       24,842            -        24,842
  Net loss                                    -            -            -      (16,735)      (16,735)
                                     -----------  -----------  -----------  -----------   -----------
Balance, December 31, 1995              116,695       84,230       24,842     (110,500)       (1,428)
  Net loss                                    -            -            -       (9,068)       (9,068)
                                     -----------  -----------  -----------  -----------   -----------
Balance, December 31, 1996              116,895       84,230       24,842     (119,568)      (10,496)
  Issuance of stock for cash
   - at $0.011 per share              2,000,000       21,300            -            -        21,300
  Contributed capital                         -            -          600            -           600
  Net loss                                    -            -            -      (22,261)      (22,261)
                                     -----------  -----------  -----------  -----------   -----------
Balance, December 31, 1997            2,116,695      105,530       25,442     (141,829)      (10,857)
  Issuance of stock for
   services rendered
   - at $0.001 per share              7,000,000        7,000            -            -         7,000
   - at $0.01 per share                 620,000        6,200            -            -         6,200
  Net loss                                    -            -            -      (52,308)      (52,308)
                                     -----------  -----------  -----------  -----------   -----------
Balance, December 31, 1998            9,736,695      118,730       25,442     (194,137)      (49,965)
  Net loss                                    -            -            -      (35,995)      (35,995)
                                     -----------  -----------  -----------  -----------   -----------
Balance, December 31, 1999            9,736,695      118,730       25,442     (230,132)      (85,960)
  Issuance of stock for cash
   pursuant to a private placement
   - at $0.30                         1,133,334      340,000            -            -       340,000
  Issue of stock for finders fee         50,000            -            -            -             -
  Net loss                                    -            -            -     (336,431)     (336,431)
  Non-cash compensation charge                -            -       78,707            -        78,707
                                     -----------  -----------  -----------  -----------   -----------
Balance, December 31, 2000           10,920,029   $  458,730   $  104,149   $ (566,563)   $   (3,684)
                                     ===========  ===========  ===========  ===========   ===========
</TABLE>

                             SEE ACCOMPANYING NOTES

                                      F-6
<PAGE>
<TABLE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                   for years ended December 31, 2000, 1999 and
                1998 and February 28, 1989 (Date of Inception) to
                                December 31, 2000
                             (Stated in US Dollars)
                             ----------------------
<CAPTION>
                                                                                          Cumulative
                                                                                         from February
                                                                                           28, 1989
                                                                                        (Date of Incep-
                                                                                           tion) to
                                                                                          December 31,
                                                      2000         1999        1998          2000
                                                   ----------   ----------   ----------   ----------
<S>                                                <C>          <C>          <C>          <C>
Cash flows used in operating activities:
   Net loss                                        $(336,431)   $ (35,995)   $ (52,308)   $(566,563)
   Adjustments to reconcile net loss to net cash
    used in operations:
     Amortization                                          -            -            -          750
     Consulting fees                                       -            -        6,200        6,200
     Gain on settlement of debt                            -            -      (15,464)     (15,464)
     Management fees                                       -            -        7,000        7,000
     Non-cash compensation charge                     78,707            -            -       78,707
   Changes in non-cash items:
     Advance to related party                       (325,000)           -            -     (325,000)
     Accounts payable                                230,398        5,546       26,037      274,550
     Due to related party                             13,707       30,449       28,323       72,479
                                                   ----------   ----------   ----------   ----------
Net cash used in operating activities               (338,619)           -         (212)    (467,341)
                                                   ----------   ----------   ----------   ----------
Cash flow used in investing activity
   Organization costs                                      -            -            -         (750)
                                                   ----------   ----------   ----------   ----------
Net cash used in investing activity                        -            -            -         (750)
                                                   ----------   ----------   ----------   ----------
Cash flows from financing activities:
   Proceeds from issuance of common stock            340,000            -            -      471,300
   Payment of offering costs                               -            -            -      (27,270)
   Contributed capital                                     -            -            -       25,442
                                                   ----------   ----------   ----------   ----------
Net cash provided by financing activities            340,000            -            -      469,472
                                                   ----------   ----------   ----------   ----------
Net increase in cash                                   1,381            -            -            -

Cash, beginning of period                                  -            -          212            -
                                                   ----------   ----------   ----------   ----------
Cash, end of period                                $   1,381    $       -    $       -    $   1,381
                                                   ==========   ==========   ==========   ==========
Non-Cash Transactions - Note 7
</TABLE>

                             SEE ACCOMPANYING NOTES

                                      F-7
<PAGE>

                     THE OHIO & SOUTHWESTERN ENERGY COMPANY
                         (A Development Stage Company)
                       Notes to the Financial Statements
                           December 31, 2000 and 1999
                             (Stated in US Dollars)
                              --------------------


Note 1        Nature and Continuance of Operations
              ------------------------------------

              The company is in the development stage and is devoting its
              efforts to locating merger candidates (Note 3).

              These financial statements have been prepared on a going concern
              basis. The company has accumulated a deficit of $566,563 since
              inception and at December 31, 2000, has a working capital
              deficiency of $328,684. Its ability to continue as a going concern
              is dependent upon the ability of the company to generate
              profitable operations in the future and/or to obtain the necessary
              financing to meet its obligations and repay its liabilities
              arising from normal business operations when they come due. The
              outcome of these matters cannot be predicted with any certainty at
              this time. The company has historically satisfied its capital
              needs primarily by issuing equity securities. Management plans to
              continue to provide for its capital needs during the year ended
              December 31, 2001 by issuing equity securities (Note 8). These
              financial statements do not include any adjustments to the amount
              and classification of assets and liabilities that may be necessary
              should the company be unable to continue as a going concern.

              The company was incorporated in Colorado on February 28, 1989 as
              Jefferson Capital Corporation. Effective June 13, 1990 the company
              changed its name to Ohio & Southwestern Energy Company.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              The financial statements of the company have been prepared in
              accordance with accounting principles generally accepted in the
              United States of America. Because a precise determination of many
              assets and liabilities is dependent upon future events, the
              preparation of financial statements for a period necessarily
              involves the use of estimates which have been made using careful
              judgement. Actual results could differ from those estimates.

              The financial statements have, in management's opinion, been
              properly prepared within reasonable limits of materiality and
              within the framework of the significant accounting policies
              summarized below:

              Development Stage Company
              -------------------------

              The company is a development stage company as defined in Statement
              of Financial Accounting Standards No. 7. The company is devoting
              substantially all of its present efforts to establish a new
              business and none of its planned principal operations have
              commenced. All losses accumulated since inception have been
              considered as part of the company's development stage activities.

                                      F-8
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 2
(Stated in US Dollars)
--------------------


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Income Taxes
              ------------

              The company uses the liability method of accounting for income
              taxes pursuant to Statement of Financial Accounting Standards, No.
              109 "Accounting for Income Taxes".

              Basic Loss Per Share
              --------------------

              The company reports basic loss per share in accordance with
              Statement of Financial Accounting Standards No. 128, "Earnings Per
              Share". Basic loss per share is computed using the weighted
              average number of shares outstanding during the years. Diluted
              loss per share has not been provided as it would be antidilutive.

              Foreign Currency Translation
              ----------------------------

              Foreign currency transactions are translated into US dollars, the
              functional and reporting currency, by the use of the exchange rate
              in effect at then date of the transaction, in accordance with
              Statement of Financial Accounting Standards No. 52, "Foreign
              Currency Translation". At each balance sheet date, recorded
              balances that are denominated in a currency other than US dollars
              are adjusted to reflect the current exchange rate.

              Fair Value of Financial Instruments
              -----------------------------------

              The carrying value of cash, accounts payable and due to related
              parties approximates fair value because of the short maturity of
              these instruments. Advances to related party also approximate fair
              value.

              Stock-based Compensation
              ------------------------

              The company has elected to account for stock-based compensation
              following APB No. 25, "Accounting for Stock Issued to Employees",
              and provide the disclosures required under SFAS No. 132,
              "Accounting for Stock-based Compensation" (Note 3).

                                      F-9
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 3
(Stated in US Dollars)
--------------------



Note 3        Capital Stock - Note 8
              -------------

             i)   Preferred Stock
                  a)  Authorized:
                      100,000,000, $0.01 par value

                  b)  Issued:
                      None issued

             ii)  Common stock
                  a)  Authorized:
                      100,000,000, no par value
<TABLE>

                  b)  Issued:
<CAPTION>
                                                                                #              $
                                                                           -------------  -------------
                      <S>                                                     <C>               <C>
                      Balance, December 31, 1999 and 1998                      9,736,695        118,730
                      Stock issued for cash pursuant to a private
                       placement -at $0.30                                     1,133,334        340,000
                      Stock issued for finders fee                                50,000              -
                                                                           -------------  -------------
                      Balance, December 31, 2000                              10,920,029        458,730
                                                                           =============  =============
</TABLE>

              Commitments

              Share Purchase Warrants

              At December 31, 2000, there were 1,133,334 share purchase warrants
              outstanding entitling the holders thereof the right to purchase
              one common share at $2.00 per share for each warrant held. These
              warrants expire on December 1, 2001.

              Stock Option Plan

              The company's board of directors approved an employee's stock
              option plan. The plan allows for the granting of not greater than
              1,000,000 share purchase options at a price of not less than 100%
              of the fair market value of the stock. The plan expires on
              September 30, 2010.

              Stock-based Compensation

              Effective October 23, 2000, the company granted stock options to
              officers, directors and employees of the company and consultants
              to the company to purchase common shares of the company at the
              closing price of the company's common stock on the date of the
              grant. Options are not granted to anyone other than the
              aforementioned individuals. The options have been granted with a
              term of 5 years. There are specific vesting requirements under the
              options discussed below.

                                      F-10
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 4
(Stated in US Dollars)
--------------------


Note 3        Capital Stock - Note 8 - (cont'd)
              -------------

              Commitments - (cont'd)

              Stock-based Compensation - (cont'd)

              Presented below is a summary of the stock option activity for the
              years shown:
<TABLE>
<CAPTION>

                                                                                  Weighted
                                                             Number of             Average
                                                           Stock Options        Exercise Price
                                                           -------------        --------------
             <S>                                               <C>                   <C>
             Balance, December 31, 1999 ad 1998                     -                    -
             Granted                                           805,000               $0.50
                                                           -------------        --------------
             Balance, December 31, 2000                        805,000               $0.50
                                                           =============        ==============
</TABLE>

              The number of stock options outstanding are not equal to the
              number exercisable as the options vest over a 12 month period,
              assuming the optionee does not cease to provide service to the
              company.

              The company grants stock options at exercise prices equal to the
              fair market value of the company's stock at the date of the grant.
              Pursuant to APBO No. 25, the compensation charge associated with
              consultants' options has been recorded in the financial
              statements. The compensation charge associated with employees'
              options (officers, directors and employees) is not recognized in
              this circumstance but included in the pro-forma amounts.

              Total non-cash compensation charge determined is $393,507. As the
              stock options have a graded vesting schedule, the total
              compensation cost is recognized on a straight-line basis over that
              schedule. The following is the portion of the compensation
              recognized for the year ended December 31, 2000:


                                      F-11
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 5
(Stated in US Dollars)
--------------------



Note 3        Capital Stock - Note 8 - (cont'd)
              -------------

              Commitments - (cont'd)

              Stock-based Compensation - (cont'd)
<TABLE>
<CAPTION>
                                                                                Cumulative
                                                                                  from
                                                                               February 28,
                                                                              1989 (Date of
                                                                                Inception)
                                                                               December 31,
                                              2000         1999        1998        2000
                                           ----------   ----------  ----------  ----------
<S>                                        <C>          <C>         <C>         <C>
             Total non-cash compensation
              Charge recognized            $ 144,285    $       -   $       -   $ 144,285
             Consultants' non-cash
              compensation charge            (78,707)           -           -     (78,707)
                                           ----------   ----------  ----------  ----------
             Employee's non-cash
              compensation charge          $  65,578    $       -   $       -   $  65,578
                                           ==========   ==========  ==========  ==========
</TABLE>


              Under SFAS No. 123, if the company elects to follow APBO No. 25,
              in respect to the employees stock options, it is required to
              present pro-forma information as to the effect on income and
              earnings per share as if the company had accounted for its
              employee stock options under the fair value method of that
              statement. Had compensation cost been determined based on the fair
              value at the grant dates for those options issued to officers,
              directors and employees, the company's net loss and loss per share
              would have been adjusted to the pro-forma amounts indicated below:
<TABLE>
<CAPTION>

                                                                                    Cumulative
                                                                                       from
                                                                                     February 28,
                                                                                    1989 (Date of
                                                                                     Inception)
                                                                                     December 31,
                                                      2000       1999        1998      2000
                                                    ---------  ---------  ---------  ----------
<S>                                                 <C>        <C>        <C>        <C>
             Net loss                 As reported   $336,431)  $      -   $      -   $(566,563)
                                      Pro-forma     $402,009)         -   $      -   $(632,141)

             Basic loss per share     As reported   $  (0.03)         -   $      -   $       -
                                      Pro-forma     $  (0.04)         -   $      -   $       -

</TABLE>

                                      F-12
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 6
(Stated in US Dollars)
--------------------



Note 3        Capital Stock - Note 8 - (cont'd)
              -------------

              Commitments - (cont'd)

              Stock-based Compensation - (cont'd)

              The weighted average fair value at date of grant of the options
              granted were as follows:

                                                                      2000
                                                                      ----
              Weighted average fair value                         $         .49
              Total options granted                                     805,000
              Total fair value of all options granted             $     393,507
              Total fair value of all options vested              $     144,285

              The fair value of each option grant was estimated on the date of
              the grant using the Black-Scholes option-pricing model with the
              following assumptions:

                                                                      2000
                                                                      ----
              Expected dividend yield                                 0.0%
              Expected volatility                                     200%
              Risk-free interest rate                                5.00%
              Expected term in years                                   5

              At December 31, 2000 there were 805,000 share purchase options
              outstanding, as to an officer, directors and employees, 365,000,
              and as to consultants, 440,000, entitling the holders thereof the
              right to purchase one common share for each option held at $0.50
              per share. These options expire on October 23, 2005.

              Plan of Reorganization

              The company, by a plan of reorganization dated July 31, 2000,
              amended August 30 and December 31, 2000 and March 31, 2001, may
              acquire 100% of Canarab Technology Limited ("CAT"), a Yukon
              Corporation, by issuing 5,280,907 common shares and paying $20,000
              to CAT. CAT is related to the company by virtue of common
              directors.

              CAT owns a 40% interest in Strategic Profits Inc. ("SPI") through
              the issuance of 2,475,000 common escrow shares of CAT and has an
              option to acquire an additional 35% of SPI for an additional
              2,400,000 common escrow shares of CAT. CAT has the right of first
              refusal to purchase the remaining 25% of SPI. This right will
              extend to 30 days from SPI receiving a bona fide offer to purchase
              the remaining 25% of SPI.

              SPI, through Communitystorefronts.com, provides a market place for
              shopping and fundraising securely on-line for small to mid-sized
              business', not-for-profit and registered charitable organizations
              in Canada.

              Acquired shares of SPI will be placed in escrow and released in
              tranches pursuant to CAT advancing CDN$2,400,000 in tranches to
              SPI. Consequently, voting control of SPI will not pass to CAT
              until such time as CDN$2,400,000 has been advanced and until after
              December 19, 2003.

                                      F-13
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 7
(Stated in US Dollars)
--------------------


Note 3        Capital Stock - (cont'd)
              -------------

              Commitments - (cont'd)

              Plan of Reorganization

              CAT escrow shares will be released on a schedule that is based
              upon SPI reaching a percentage of certain revenues as follows:


                  i)       revenue of CDN$1,140,000 for the first year of
                           operations releases 1/3 of the CAT escrow shares;

                  ii)      revenue of CDN$6,700,000 for the second year of
                           operations releases 1/3 of the CAT escrow shares,
                           provided a) the minimum funding of CDN $2,400,000 is
                           provided to SPI in the first year of operations at a
                           rate of CDN $500,000 every three months for the first
                           year of operations and b) a minimum funding of
                           CDN$15,000,000 is provided to SPI by the third
                           quarter of the second year of operations. If funding
                           is achieved only as to a) above, then revenue of
                           CDN$1,700,000 for the second year of operations
                           releases 1/3 of CAT escrow shares.

                  iii)     Revenue of CDN$10,800,000 for the third year of
                           operations releases 1/3 of the CAT escrow shares,
                           provided the minimum funding as outlined in (ii)(a)
                           and (b) above is provided to SPI. If funding is
                           achieved only as to (ii)(a) above, then revenue of
                           CDN$1,700,000 for the third year of operations
                           releases 1/3 of CAT escrow shares.

              CAT escrow shares not released in the first and second years of
              operations due to insufficient revenue being achieved, may be
              carried into the next subsequent year.

              Any CAT escrow shares that have not been released at the end of
              the third year of operations may be released from escrow at the
              end of the fifth year of operations, provided that SPI generates
              combined revenue of CDN$20,000,000 in the fourth and fifth years
              of operations.

              Any shares not released by June 21, 2005 may be subject to
              repurchase at $0.001 per share.

              At December 31, 2000, the company has advanced $325,000 to CAT in
              respect to CAT's obligation to SPI. This advance is unsecured,
              non-interest bearing and has no specific terms for repayment.

              In order to facilitate a potential financing for SPI, CAT intends
              to offer the interest that it is purchasing in SPI to the company,
              such that SPI shareholders will receive an equivalent number of
              shares of the company that they would own in CAT. Any shares
              issued by the company will inherit the same escrow conditions. The
              agreement to acquire CAT must close on or before June 30, 2001 and
              is subject to shareholder approval.

                                      F-14
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 8
(Stated in US Dollars)
--------------------


Note 3        Capital Stock - (cont'd)
              -------------

              Commitments - (cont'd)

              Plan of Reorganization

              Media Relations Consulting Agreement

              On December 1, 2000, the company entered into a 12 month
              consulting agreement with a company which will provide consulting
              services for media relations, financial public relations and
              publishing. The company has agreed to issue 200,000 common shares
              (issued January 2, 2001) and an additional 400,000 common shares
              (issued January 18, 2001). The additional 400,000 common shares
              are the subject of an escrow delivery schedule as follows:

              i) 100,000 common shares delivered on January 22, 2001;
              ii) 100,000 common shares to be delivered on April 18, 2001;
              iii) 100,000 common shares to be delivered on July 18, 2001; and
              iv) 100,000 common shares to be delivered on October 18, 2001.

              At December 31, 2000, a consulting expense of $116,667 has been
              recorded recognizing the fair value of 200,000 common shares and
              33,333 common shares (representing one month of the contract).

Note 4        Related Party Transactions - Note 3
              --------------------------

              The company was charged the following by a director of the
              company, by a company with a common director or by a significant
              shareholder of the company:
<TABLE>
<CAPTION>
                                                                       Cumulative
                                                                          from
                                                                       February 28,
                                                                      1989 (Date of
                                                                        Inception)
                                                                        December 31,
                                            2000      1999      1998      2000
                                          --------  --------  --------  --------
<S>                                       <C>       <C>       <C>       <C>
             Consulting fees              $     -   $     -   $ 6,200   $ 6,200
             Management fees               42,000         -     7,000    49,000
             Office and general expenses    6,159     4,639     2,171    12,969
             Rent                           6,057     5,471     2,886    14,414
                                          --------  --------  --------  --------
                                          $54,216   $10,110   $18,257   $82,583
                                          ========  ========  ========  ========
</TABLE>


                                      F-15
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 9
(Stated in US Dollars)
--------------------



Note 4        Related Party Transactions - Note 3 - (cont'd)
              --------------------------

              At December 31, 2000, accounts payable includes $42,500 (1999:
              $Nil) due to a director of the company and a company controlled by
              a director of the company.

              Due to a related party at December 31, 2000 is comprised of
              expenses for operating costs paid on behalf of the company by a
              company with a common director. This amount is non-interest
              bearing, unsecured and there are no specific terms for repayment.

Note 5        Deferred Tax Assets
              -------------------

              The Financial Accounting Standards Board issued Statement Number
              109 in Accounting for Income Taxes ("FAS 109") which is effective
              for fiscal years beginning after December 15, 1992. FAS 109
              requires the use of the asset and liability method of accounting
              of income taxes. Under the assets and liability method of FAS 109,
              deferred tax assts and liabilities are recognized for the future
              tax consequences attributable to temporary differences between the
              financial statements carrying amounts of existing assets and
              liabilities and their respective tax bases. 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.

              The following table summarizes the significant components of the
              company's deferred tax assets:


                                                                        Total
                                                                        -----
             Deferred Tax Assets
               Non-capital loss carryforwards                        $  487,856
                                                                     ===========
             Gross deferred tax assets                               $  243,928
             Valuation allowance for deferred tax asset                (243,928)
                                                                     -----------
                                                                     $        -
                                                                     ===========

              The amount taken into income as deferred tax assets must reflect
              that portion of the income tax loss carryforwards which is likely
              to be realized from future operations. The company has chosen to
              provide an allowance of 100% against all available income tax loss
              carryforwards, regardless of their time of expiry.

Note 6        Income Taxes
              ------------

              No provision for income taxes has been provided in these financial
              statements due to the net loss. At December 31, 2000, the company
              has net operating loss carryforwards which expire commencing in
              2005 totalling approximately $421,200, the potential tax benefit
              of which has not been recorded in the financial statements.


                                      F-16
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 10
(Stated in US Dollars)
--------------------



Note 7        Non-Cash Transactions
              ---------------------

              Investing and financing activities that do not have a direct
              impact on cash flows are excluded from the statement of cash
              flows. The company issued common shares for services provided to
              the company during the following years:

                              Number of            Price
                            Common Shares        Per Share          $
                            -------------        ---------       -------
             1995                 50,000            $0.03          1,500
             1998              7,000,000            $0.001         7,000
             1998                620,000            $0.01          6,200
                              ----------                         -------
                               7,670,000                          14,700
                              ==========                         =======

              These amounts have been excluded from the statement of cash flows.

Note 8        Subsequent Events - Note 3
              -----------------

              Subsequent to December 31, 2000:

                  i)       the company received $160,000 pursuant to a private
                           placement of 533,333 units at $0.30 per unit. Each
                           unit consists of one common share and one common
                           share purchase warrant. Each share purchase warrant
                           entitles the holder thereof the right to purchase one
                           common share at $2.00 per share for each warrant
                           held. These warrants expire on February 14, 2002.

                  ii)      advanced an additional $106,924 to CAT in respect to
                           CAT's obligation to Strategic Profits Inc.

                  iii)     settled accounts payable of $247,512 ($164,178
                           outstanding at December 31, 2000) by the issuance of
                           495,023 common shares at $0.50 per share.

Note 9        Comparative Figures
              -------------------

              Certain figures of the prior years have been restated to conform
              with the presentation used in the current year.

                                      F-17
<PAGE>
THE OHIO & SOUTHWESTERN ENERGY COMPANY
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999 - Page 11
(Stated in US Dollars)
--------------------



Note 10       New Accounting Standards
              ------------------------

              In April 1998, the Accounting Standards Executive committee issued
              SOP 98-5, "Reporting on the cost of start-up activities". This
              statement is effective for fiscal years beginning after December
              15, 1998. Adopting this standard did not have a material impact on
              the company's financial position, results of operations or cash
              flows.

              In June 1998, the Financial Accounting Standards board issued SFAS
              No. 133, "Accounting for Derivative Instruments and Hedging
              Activities," which standardized the accounting for derivative
              instruments. SFAS is effective for all fiscal quarters of all
              fiscal years beginning after June 15, 1999. Adopting this standard
              did not have a significant impact on the company's financial
              positions, results of operations or cash flows.

Note 11       Commitments - Note 3
              -----------

              Management Agreements

              On July 1, 2000, the company entered into two management
              agreements with a company controlled by a director of the company
              and with a director of the company, to pay each of them $3,500 per
              month for a period of two years expiring July 1, 2002.



                                      F-18