<PAGE>

________________________________________________________________________________

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  ___________

                                  FORM 10-KSB


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

     For the fiscal year ended June 30, 2001


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

     For the transition period from _________ to _________


                                  ___________

                       Commission File Number: 000-27693


                              PCSupport.com, Inc.
       (Exact name of small business issuer as specified in its charter)


                Nevada                                 98-0211769
     (State or other jurisdiction of                 I.R.S. Employer
     incorporation or organization)                 Identification No.)

     3605 Gilmore Way, 3/rd/ Floor                       V5G 4X5
   Burnaby, British Columbia, Canada                   (Zip Code)
(Address of principal executive offices)

                   Issuer's Telephone Number: (604) 419-4490

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

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

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

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

Issuer's revenues for its most recent fiscal year: $1,341,783

The aggregate market value of the common stock held by non-affiliates of the
registrant as of September 17, 2001 was approximately $3,582,967, based upon the
closing sale price of $0.30 as reported by the Nasdaq Over-the-Counter Bulletin
Board on such date.

There were 15,736,662 shares of the Company's common stock outstanding on
September 17, 2001.

Transitional Small Business Disclosure Format (check one): YES [_]  NO [X]

DOCUMENTS INCORPORATED BY REFERENCE: Portions of Registrant's Proxy Statement
for its 2001 Annual Meeting of Stockholders, to be filed with the Securities and
Exchange Commission within 120 days after the close of the Registrant's fiscal
year, are incorporated herein by reference in Part III of this Report.

________________________________________________________________________________

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<TABLE>
<S>                                                                                                                            <C>
 PART  I.....................................................................................................................   3
      ITEM 1.      DESCRIPTION OF BUSINESS...................................................................................   3
      ITEM 2.      DESCRIPTION OF PROPERTY...................................................................................  22
      ITEM 3.      LEGAL PROCEEDINGS.........................................................................................  23
      ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................................  23
PART I I.....................................................................................................................  23
      ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..................................................  23
      ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.....................  24
      ITEM 7.      FINANCIAL STATEMENTS......................................................................................  27
      ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE......................  27
PART II I....................................................................................................................  28
      ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
                   EXCHANGE ACT.............................................................................................   28
      ITEM 10.     EXECUTIVE COMPENSATION...................................................................................   28
      ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...........................................   28
      ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................................................   28
      ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K.........................................................................   28

</TABLE>

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This annual report contains forward-looking statements within the meaning of the
federal securities laws.  These include statements about our expectations,
beliefs, intentions or strategies for the future, which we indicate by words or
phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe,",
"the Company believes, "management believes" and similar language. The forward-
looking statements are based on our current expectations and are subject to
certain risks, uncertainties and assumptions, including those set forth in the
discussion under "Description of Business," including the "Risk Factors"
described in that section, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Our actual results may differ
materially from results anticipated in these forward-looking statements. We base
our forward-looking statements on information currently available to us, and we
assume no obligation to update them.

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development

     We are a corporation formed under the laws of the State of Nevada on June
23, 1999 pursuant to the merger (the "Merger") of PCSupport.com, Inc. ("PCS")
and Reconnaissance Technologies Inc. ("RTI").  PCS was the resulting entity from
a prior merger of PCSupport.com, Inc. and Mex-Trans Seafood Consulting, Inc.
("Mex-Trans").  Mex-Trans was incorporated in the State of Texas on February 13,
1989 under the name "Mutual Produce, Inc." and later changed its name to "Mex-
Trans Seafood Consulting, Inc."

     RTI was incorporated in British Columbia, Canada, on December 10, 1997 for
the purpose of engaging in the development and provision of notebook computer
support services to end users through the Internet.  Prior to the Merger, PCS
(and its predecessor, Mex-Trans) did not have any active business and had only
nominal assets and liabilities and was seeking to acquire a new business.   In
early 1999 RTI was seeking further capital to develop its business and to merge
with a public entity to provide liquidity for its shareholders.   Management of
RTI and PCS began discussions for a merger of the two companies in March 1999.
In anticipation of the Merger, Mex-Trans merged on April 7, 1999 with PCS, a
Nevada corporation incorporated on that date solely for the purpose of
transferring the corporate jurisdiction of Mex-Trans to Nevada

     RTI and PCS entered into a formal merger agreement on May 5, 1999, and the
following transactions were carried out to complete the Merger:

     1.   Each of RTI and PCS obtained shareholder approval for the Merger;

     2.   PCS underwent a reverse split of its common stock on a 15 old shares
          for one new share basis;

     3.   RTI transferred its governing corporate jurisdiction from British
          Columbia to Wyoming; and

     4.   RTI merged with PCS.

     In the Merger, each shareholder of RTI received one share of our common
stock for each five shares of RTI held.  Each shareholder of PCS received one
share of our common stock for each share of PCS held. Each holder of outstanding
warrants of RTI received one warrant of the Company for each five warrants of
RTI held.  (See Item 5 - "Market for Common Equity and Related Stockholder
Matters" below for a description of outstanding warrants.)

                                       3
<PAGE>

     We have a wholly-owned subsidiary, Reconnaissance International Ltd., a
British Virgin Islands company, the only asset of which was a licensing
agreement with Storage Tek, which has expired, as described below under
"Products and Services - Online Data Backup."  The subsidiary has no other
assets or liabilities.

Business of the Company

     Principal Products and Services and their Markets

          Market Overview

     Personal computers ("PCs"), whether they are of a desktop, laptop, or
notebook type, suffer from a wide variety of technical problems that
occasionally impair their performance, causing lost productivity and frustration
for end-users.  For example:

     .    Software applications and operating systems, such as the popular
          Microsoft Office suite operating on the Windows operating system, are
          powerful tools, but are also therefore complex to use, particularly
          for novice users. Even experienced users occasionally need assistance
          to use the more complex functions found in even the most popular and
          common software applications.

     .    Over time, PCs and their hard drives become cluttered with temporary
          files, missing drivers for applications and hardware peripherals. The
          registry, which acts as the "table of contents" for the PC can become
          cluttered and disorganized. The hard drive becomes fragmented from
          normal use. Consequently, over time, the PC performs more slowly, and
          is subject to crashes. Often, the end-user is not aware that he or she
          has a problem.

     .    PC hardware, software, drivers, and operating systems (and their
          interaction) have become more complex, and this is causing an
          increasing number of problems.  As a result, computer crashes can
          occur, resulting in lost data and unscheduled downtime.

     .    PCs are often subject to configuration problems, in which the various
          software, hardware and operating systems cannot communicate with each
          other.

     .    Frequently, the dialer program that end-users invoke to access the
          Internet using a dial-up connection becomes corrupted, preventing them
          from logging on.

     Corporations are increasingly dependent upon the productivity of employees
using desktop and notebook computers.  Malfunctioning PCs can render employees
significantly or completely unproductive.  Employees who are unable to make full
use of software applications also lose significant productivity.

     Corporations typically staff and maintain an internal help desk to assist
employees in resolving computer and software technical and applications
problems.  Support requests typically range widely, from 0.5 to over 3.0 calls
per month per user.  Large corporations support their internal help desks by in
sourcing and integrating a plethora of support tools and external services
including:

     .    Local or national system integrators for hardware and LAN support.

     .    Telephone call-centers.

                                       4
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     .    Help desk management software that includes applications for hardware
          and software applications asset tracking, change management, and
          tracking of support incidents.

     .    Tools to expedite the diagnosis and repair by help desk technicians of
          malfunctioning PCs.

     .    User self-help tools and directories.

     Small and medium sized enterprises (SMEs) typically suffer similar problems
from lost employee productivity due to technical problems, but do not have the
budget to invest in insourcing and integrating a comprehensive technical support
system.  Typically, they have an internal help desk whose main requirement is to
provide hardware, network and systems support, but are continually distracted,
often providing user technical support at a superficial level.

     Small office/home office (SOHO) businesses often have no technical support
systems at all, and must rely on the telephone call centers established by
hardware and software vendors.  Such centers provide notoriously poor service,
with long wait times, and uneven response, and are often very expensive.

     Internet Service Providers (ISPs) sell dial-up and high-speed access to the
Internet to consumers and SOHO subscribers.  Frequently, subscribers have
difficulty in accessing the Internet, particularly when first implementing the
service.  Internet access has rapidly become a commodity service, with few
barriers to entry; differentiation to date has been accomplished largely on
price alone.  As a result, margins are thin, and ISPs have typically not had the
funds to invest to provide good technical service to their subscribers.  Churn
rates can reach 2 - 3% of an ISP's subscriber base, per month.

     PC vendors and PC retailers are also obligated to provide technical support
to their customers.  Many sell extended warranty packages.  Service and support
are typically provided by telephone call centers as described previously.  Often
the warranty obligation is assumed by a third party warranty provider.

     The growing popularity of the Internet provides new options to
significantly improve the levels of satisfaction among end-users and to lower
the costs of support among corporations, ISPs, and vendors.  From 1998 onwards,
many companies began to offer "point solutions", or solutions that address a
narrow range of technical support problems, and that use the Internet as their
delivery platform, including but not limited to the following:

     .    Online (meaning "over the Internet") virus scans, and downloadable and
          updateable of virus solution libraries.

     .    Knowledgebases of solutions to technical problems, many with natural
          language search engines to allow users easier access to the
          information they hold.

     .    Email and online chat access to technicians.

     .    Online updates for drivers and software bug fixes.

     .    Technical forums where users can ask questions online and have them
          answered by one or more technicians loosely affiliated with such
          online technical forum.

     .    Remote diagnostic and repair technologies.

                                       5
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     The Internet provided the basis for one of the first World Wide Web-based
support tools, a new support product, the support portal.  As defined by the
market research firm International Data Corp., a support portal is a destination
Web site where a third party, which is not a software vendor or a hardware
vendor, provides technical support information on software and hardware
technologies, using a variety of methods and tools, often charging on a per-
incident basis, all delivered over the Internet.  Consumer end-users were the
primary target customers for support portals.  In 1999 and 2000, the first of
the support portals were introduced, with ourselves and several other companies,
including McAfee.com, all.com, Techknow-how.com, and Service 911 (now known as
Attenza) among those launching support portals. The largest PC manufacturers,
including Dell, IBM, HP, Toshiba, Gateway and Micron, introduced their own
support portals in 2000.  In general, these support portals aggregate a number
of point solutions to solve a broad range of PC technical problems.

     To date, support portals customized to meet the needs of specific companies
have not succeeded in penetrating the corporate space.  In our opinion, the time
and effort required to source, evaluate, purchase, and integrate a number of
point solutions to provide a complete technical support platform are large,
increasing the risk of such a project.  The time and effort required to
customize a portal for a specific corporate application and to integrate it into
a corporation's overall Internet or intranet strategy are also large, thereby
increasing the risk for both the portal developer and the corporation.

     In 2001, we responded to these challenges by developing the support
industry's first support application.  As described more fully under "Products
and Services", our Technical Support Application, which we market under the
trade name "MyHelpDesk", is a standard, lightly branded software application,
which a user may access directly from its desktop or mobile system.  A user
selecting the Technical Support Application has access to the full range of our
online support services, as described below.  We deliver online and telephone-
based technical support variously from our trained technicians located at its
head office in Burnaby, British Columbia.

     MyHelpDesk also incorporates sophisticated support incident tracking and
service level monitoring reporting tools.  The online support services combined
with the tracking and reporting tools provides a complete capability to allow
corporations to outsource their technical support problems to us.  The
standardized Technical Support Application allows us to implement a fully
functional solution for a corporation in approximately one week, with minimal
upfront investment.  This reduces the risk on both parties and thereby shortens
the sales and implementation cycles.

     As a result, we have entered the market for corporate help desk
outsourcing, with our MyHelpDesk support Technical Support Application as the
delivery application.  Corporations can now outsource to us Level 0, 1, and 2
support problems, which we define as follows:

     .    Level 0 are problems which the users can solve themselves, with online
directories or other published information, without the assistance of a trained
technician;

     .    Level 1 are simple application support problems in which the user
needs assistance to use an application or feature but in which the PC is not
malfunctioning;

     .    Level 2 are problems with malfunctioning hardware, software, operating
systems, or a combination thereof, which require further research by a trained
technician, but can be repaired with minimal downtime and without replacement or
major inconvenience to the user.

     Level 0, 1, and 2 technical problems comprise the majority of incidents now
solved by corporate internal help desks.  The Technical Support Application also
allows our support technicians to escalate Level 3 incidents (those requiring
major repair through a deskside visit or via service center) to the
corporation's help desk.  We believe that we can resolve Level 0, 1, and 2
incidents at

                                       6
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much lower cost to our Corporate customers, thus freeing up the corporation's
help desk technicians to resolve Level 3 incidents, and to address network and
system issues for which they were trained and hired.

          Market Segmentation

We define the market in which we operate as having the following segments:

 .   Large Corporations: More than 2,500 PC users. As described above, these
    corporations have the budget and infrastructure to insource and integrate a
    number of internal and external support tools to provide a complete
    solution. Our Technical Support Application provides an outsourcing option
    for these corporations to handle after-hours and overflow technical support
    requests, as well as providing users with a means to help themselves. These
    needs are not critical to these corporations, and so we are not targeting
    this segment.

 .   Small and Medium Enterprises: 250 - 2,500 PC users. These companies are
    paying significant costs in attempting to deliver technical support from an
    internal help desk, sometimes complemented by technical point solutions and
    help desk management software. Because these solutions are also inefficient,
    their PC users are less productive while waiting for solutions to technical
    problems, equating to lost productivity and revenues. These companies are an
    ideal candidate for an outsourced help desk solution such as MyHelpDesk, and
    are our primary target.

 .   Small Business, SOHO, and Consumers: fewer than 250 PC users. These entities
    are too small to afford MyHelpDesk and are not a target for us at this time.

 .   Internet Service Providers: More than 1,000 subscribers for dial-up and/or
    high-speed Internet access. As described above, margins in the ISP space are
    very thin. Technical support for subscribers, typically offered by internal
    or external call centers, is notoriously poor. Many ISPs are now beginning
    to differentiate their offerings based on a higher level of service and
    support. Our Technical Support Application allows ISPs to add an online
    support component, thereby improving response times and resolution levels,
    at less cost. We have targeted this segment.

 .   PC Vendors, PC Retailers, and Third Party Warranty Providers: As described
    above, PC vendors and retailers typically provide technical support to
    purchasers through call centers, which are slow and often ineffective. The
    support obligation is often sold to a third party warranty provider. All
    three types of companies need to provide technical support and have the
    additional challenge of verifying that the PC user is a bona fide customer
    and has not voided his or her warranty. We have recently entered into an
    agreement with Sears, Roebuck & Co., a major U.S.-based retailer, to provide
    technical support to all its customers who purchased a PC from Sears. We
    anticipate expanding the scope of services offered to Sears and Sears's
    customers within the next 12 months, subject to Sears confirming its desire
    to receive these additional services.

       Our PC Support Center also offers a comprehensive eSupport solution on a
subscription basis directly to consumers, although we have not been generating
significant revenues to date from this service.

       Products and Services

       MyHelpDesk is a Web-based mechanism for delivering support services for
computer software and hardware to corporations for their employees, customers,
and other users.  MyHelpDesk aggregates a number of support services, including
interactive online technical trouble-shooting, a user self-help knowledgebase,
and telephone support.

               Technical Support Application

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     MyHelpDesk v3.0 is a comprehensive Web-based technical support application
that enables corporations and institutions to provide their employees and users
with uniform access to what we consider to be best-in-class support tools and
services that promote increased user productivity, while reducing the costs
associated with support delivery and operations, and their ongoing maintenance.

     Through its combination of providing access to experienced technical
support staff, usable support content, and best-of-breed technology, integrated
with a support-focused process, MyHelpDesk v3.0 empowers corporations and
institutions to enable their employees and users to select the support method
that is best suited to both their individual level of expertise and the specific
problem that they have, providing them with quick, accurate answers to their
support problems, reducing downtime, lost user productivity, and support costs.

     MyHelpDesk v3.0 interfaces between users requiring support and our support
agents.   It includes a number of "agent-facing" tools that enhance the support
agent's ability to communicate with the user and deliver support.  MyHelpDesk
v3.0 also incorporates strong "user-facing" capabilities, providing users with a
more convenient, comfortable, systemic process to accessing support options and
their support incidents.

     The MyHelpDesk system also provides target companies with the integration
of front-end support services with back-end operations, and provides them the
tools to have total control over those integrated processes.  This integration
and control provides the basis for MyHelpDesk v3.0's robust user incident
tracking, session history, and problem and usage reporting mechanisms.
Additionally, the Technical Support Application can be integrated with a target
company's existing support data, as well as their existing help desk
application, if any, providing them with a seamless, end-to-end support
application.

     User View.  Users with technical support problems have 3 options through
     the MyHelpDesk system:

       1.  Self-Help: They can resolve their Level 0 problems themselves through
     a self-help tool in the MyHelpDesk system.  The self-help tool, called
     FirstHELP, is an online directory providing the user access to Web-based
     support resources for over 2,200 hardware and software products.  The
     directory was acquired in our purchase of the assets of MyHelpDesk, Inc.
     (see "Technology Acquisitions".)

       2.  New Problem:  Users can connect to one of our support agents, called
     "support experts", through email ("Email an Expert") or live chat ("Chat
     with an Expert") depending on how quickly a resolution to the problem is
     required.  Chat allows real-time interaction; email response takes between
     2 and 24 hours. In live chat mode, for difficult Level 2 problems, the user
     may give the agent permission to take control of the user's PC to remotely
     solve the problem ("Desktop Sharing").  ISP customers and some corporate
     users also have the option of contacting a support agent via telephone
     ("Phone an Expert").

       3.  Previous Problem:  If the user has experienced the problem
     previously, they can search their problem history database to find the
     solution suggested previously.

     Agent View. Once the support agent receives the new support incident,
     ----------
     MyHelpDesk provides them with a series of tools so that they may help the
     user to a resolution to their problem.  All actions are logged in the
     incident-tracking database.  If the support agent is unable to resolve the
     user's issue, the incident and all of its accompanying information can be
     escalated to the customer's Level 3 internal support agents, in most cases,
     directly through integration with the customer's existing help desk
     application.

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     Future Products.

     We intend to add new features to the Technical Support Application.  The
Connection Wizard, with enhancement, addresses Internet connectivity problems,
currently the most pressing technical support requirement for ISPs.  The
electronic birth certificate (eBC) allows the automatic harvesting of the
complete hardware and software profile of any PC.  This permits automatic
verification of warranty entitlement and expedites a solution of certain
technical problems, as described above. Development of the eBC began in 2000,
and will continue when we have defined a specific customer application.

     Distribution Methods of Products and Services

     We are currently marketing our services to SMEs and ISPs primarily through
our direct sales force, with offices in Burnaby, BC, Ottawa, ON, Houston, TX and
Atlanta, GA.  A number of resellers are evaluating our Technical Support
Application as a potential resale opportunity.  One, Usefulware, based in the US
mid-west, has resold the Technical Support Application to a small number of US-
based ISPs.

     Revenue Generation

We intend to earn revenues in any or all of the following ways:

     (a)  Monthly Subscription Fees

     In the SME and ISP market segments, our primary source of revenue is from
selling subscriptions to the corporations based on a fee per user per month.
Subscription rates depend upon the average number of incidents per user per
month.  When a customer exceeds the maximum number of incidents in any month,
there is an overage charge.  There is also a minimum charge per month for each
customer.

     (b)  Setup Fees

We charge customers a setup fee depending upon the amount of work required to
integrate their user database into the Technical Support Application.

     (c)  Business Validation Trials

To accelerate the sales cycle to SMEs, we sell a two-week business validation
trial, to enable the prospective client to use the Technical Support Application
in its internal environment.

     (d)  Consulting Engagements

We also sell and provide consulting services to corporations to examine their
technical support systems, and to recommend solutions.

     (e)  Software License Fees

For certain stand-alone products, such as the Connection Wizard, we charge a fee
for each user license sold. In fiscal year 2001, we made the Connection Wizard
commercially available to TELUS Advanced Communications for approximately
$400,000 under a development and licensing agreement that extends through June
2002.

     (f)  Per-Incident Fees

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     Some SMEs and ISPs prefer to purchase technical support on a per-incident
basis, in lieu of a monthly subscription.

     There can be no assurance that we will be able to negotiate agreements that
will generate sufficient revenue or profits for us.  Failure to successfully
negotiate such agreements will have a material adverse impact on our business.

     Technology Acquisitions

     In addition to our own research and development, we seek to acquire
technology, software, and products to enhance our products and services through
licensing agreements and purchases.  Such acquisitions include the following:

          Remote Diagnostics, Inc.

     In July 2000, we received a worldwide, nonexclusive, irrevocable license
for software from Remote Diagnostics, Inc. that enables us to customize and
improve dial-ups and Digital Subscriber Loop (DSL) connections of end-users to
their ISPs and the Internet.  We paid a fee paid for the license of 100,000
shares of our common stock plus US$100,000 in cash.  We are obligated to issue
warrants for up to an additional 266,666 shares of our common stock if we reach
certain sales milestones. These milestones were not reached during fiscal 2001.

          Tavisco Ltd.

     On September 15, 2000, we acquired substantially all of the assets of
Tavisco Ltd. ("Tavisco"), a producer of anti-virus services and products.
Tavisco designs, develops, and provides state-of-the-art virus diagnostic
products for computer service professionals.  Its products include virus
scanners and cleaners, a full-featured anti-virus protection system, and a rapid
screening test that protects against virus infections.  The purchase price for
Tavisco's assets consisted of 200,000 shares of our common stock (with up to
100,000 of these shares subject to cancellation under certain circumstances) and
a cash payment of US$50,000.  In November 2000 we agreed to assign back to
Tavisco certain of the intellectual property that we had acquired from Tavisco,
and Tavisco agreed to the cancellation of 50,000 shares of the common stock,
which were subject to cancellation under certain circumstances.  In the future,
we intend to develop an Internet version of Tavisco's virus-scanning software to
provide online scanning and virus removal in the future, but are not actively
developing any virus remediation software at this time.

          MyHelpDesk, Inc.

     In November, 2000 we acquired all of the assets and certain liabilities of
MyHelpDesk, Inc., a provider of live technical support, proactive maintenance
services, software updates, virus scans, online backup, email support
newsletters, and an extensive knowledgebase of computer self-help directories.
This allowed us to incorporate the world's largest directory of web-based
computer and software help and productivity resources into the Technical Support
Application.

     Under the terms of our asset purchase agreement with MyHelpDesk, we issued
1,000,000 shares of our common stock to MyHelpDesk, provided cash advances of US
$1,356,376 and are required within twelve months following this initial issuance
to issue an additional 387,500 shares of common stock to MyHelpDesk and 112,500
shares of common stock to eight former employees of MyHelpDesk, with the number
of shares to be issued in the subsequent issuances being subject to reduction in
the event we assume additional liabilities upon certain breaches of the
representations and warranties of MyHelpDesk under the Asset Purchase Agreement.

     Competitive Business Conditions and our Competitive Position

                                      10
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     While we believe that the aggregation of our services is unique, there are
only limited barriers to entering into the field of Web-based technical support
services.  And, while we expect competition to intensify in some areas, we are
also seeing a decrease in competition in others due to the consolidation and
elimination of companies.  Although we believe that only a few competitors may
be able to provide services similar to our services just as efficiently, many of
our potential competitors have substantially greater financial, marketing,
service, customer support, and research and development resources than we do.
Additionally, while we are optimistic, there can be no assurances made that we
will be able to develop a significant market for any of our services against
these competitors.

     The following types of companies currently compete in the corporate
outsourced help desk services market:

   . Large system integrators, such as Electronic Data Systems (EDS), IBM,
     Computer Sciences Corporation (CSC), and Unisys, offer outsourcing services
     for multiple Information Technology (IT) functions, such as project
     management, help desk support, network design and operations, systems
     installation, and complete business process outsourcing (BPO). Their
     services are usually best-in-class, as is the price for their services.
     Their implementation cycles tend to be longer than other companies', and
     their agreements are usually long-term. These companies are typically very
     large organizations, and have a tendency to also work with very large
     organizations. To date, they have not been focused directly on the market
     segments where we compete.

   . Conventional telephone call centers, such as Stream, Sykes, Sitel,
     Convergys, and APAC, typically offer outsourcing for live support through a
     variety of means, including telephone, email, chat, and other methods.
     Telephone call center outsourcers are typically large companies. These
     companies have successfully targeted the help desk outsourcing segment of
     the corporate help desk market, competing, for the most part, on price, and
     winning contracts from large system integrators and corporations. With
     decades of experience, they have achieved an impressive efficiency in
     telephone call center operations. The telephone, however, is an inefficient
     support delivery system. It relies completely on a one-to-one conversation
     with an agent and a user, and is inherently non-scaleable in the way that
     the Internet now permits. Telephone call center vendors are attempting to
     evolve their business and business models to address automated and Web-
     based support models and technologies; but their core business and cost
     structure remains phone-centric.

     Pricing for call centers vary depending on the Service Level Agreement
     (SLA).  Typical rates are:

     Per seat per month  $ 8.50 to $36.00 US

     Per incident        $17.00 to $44.00 US

     Per minute          $ 1.00 to $ 2.00 US

   . Point solution providers, such as Attenza, Aveo, ePeople, Motive, Previo,
     RightNow, and Support.com, offer a variety of tools - such as self-service,
     self-healing, maintenance, or optimization.  Their technologies may be
     integrated within an existing corporate environment, or they may be sold as
     an integrated component through a partnership with another solutions
     vendor, such as with an integrated help desk technology.  While these point
     solutions are typically technologically strong, they require a significant
     upfront time and cost investment by the licensing company, as described
     previously.

                                      11
<PAGE>

     Sample pricing:

     RightNow: The entry-level version is priced at $50,000 US. A hosted
     solution is available for monthly fees.

     Support.com: A license for their tool is $70 US per end user per year (list
     price).

   . Integrated help desk vendors, such as Peregrine, Remedy (soon to be part of
     Peregrine), Network Associates' Magic Solutions, UniPress, and FrontRange
     Solutions, are another point solution provider, typically offering complete
     contact and incident tracking capabilities, supplemented by asset
     management and change management systems.  Their offerings may be stand
     alone, or they be integrated as a total package with some additional
     support services, such as technologies offered by other point solution
     providers.  These vendors provide a strong core focus on tracking help desk
     incidents, contacts, and often provide strong Customer Relationship
     Management (CRM) data, yet most of these solutions do not provide any
     actual technical support.  The delivery of technical support is typically
     left to the customers' internal help desks.

     Sample Pricing:

     FrontRange Solutions Heat: 5-year license for 20 seats (analysts) is priced
     at $48,000 US.

     UniPress' Footprints Help Desk Software for 5 analysts, 2 administrators:
     $8,000 US; the FootPrints Help Desk Software with 3 analyst licenses:
     $2,995 US.

     It is not uncommon that all of these technology types may be found
coexisting on the same help desk.

     Partnerships continue to occur among various competitors.  Attenza has
announced partnerships with McAfee.com, Support.com, and OnTrack.  ePeople lists
Support.com and McAfee.com amongst its partners, and has created a support Web
site for consumers, students, and small businesses with SITEL, named Seek The
Geek.

     Additionally, within the market landscape, there is an ongoing
consolidation with and between support companies.  This is a sign that the
industry is maturing.  This consolidation has already begun to take place as
companies jockey for position to offer a complete, end-to-end support solution,
as is evident from the number of mergers and acquisitions that have occurred
over the past 12 to 24 months.

     Sources of Materials

     The only significant materials, which we require to carry on our
operations, are servers, Internet access equipment; telephone lines and other
communication facilities are compact disks (also known as CD's). These are in
each case readily available from a number of different manufacturers, vendors
and service providers.

     Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements,
or Labor Contracts

     We do not hold any patents or trademarks.  We are in the process of
applying for certain trademarks, including "pcsupport.com" and "MyHelpDesk", but
there can be no assurance that any such applications will be granted.  We
currently hold the following domain names: PCSUPPORT.com, GLOBALREPLACE.com,
PCREPLACE.com, PDASUPPORT.com, PCSUPPORTCENTER.com, PCSUPPORTCENTER.net,
PCRESTORE.com and RECON-

                                      12
<PAGE>

TECH.com. We are also applying for certain similar domain names in jurisdictions
outside North America. Domain names are obtained by applying to Network
Solutions, Inc., or one of a small number of other companies competing to
register domain names, and paying a fee to register each unique domain name.
While we have registered the foregoing domain names, there can be no assurance
that we will be able to maintain these names in the future, or register further
domain names, should we so require. The loss of the domain names could result in
confusion for our customers, and a resultant loss of goodwill. In particular,
the loss of the domain name PCSUPPORT.COM would have a material adverse impact
on our business.

     There can be no assurance that third parties will not bring claims of
copyright, patent or trademark infringement against us or claim that certain of
our products, technology, processes or features violate the patent rights or
other intellectual property rights of others.  There can be no assurance that
third parties will not claim that we have misappropriated their creative ideas
or formats or otherwise infringed upon their proprietary rights.  Any claims of
infringement, with or without merit, could be time consuming to defend, result
in costly litigation, divert management attention, or require us to enter into
costly royalty or licensing arrangements to enable us to use important
technologies or methods, any of which could have a material adverse effect on
our business, financial condition or operating results.

     Regulation

     We are not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulation applicable to businesses
generally.  However, due to the increasing popularity and use of the Internet,
it is possible that a number of laws and regulations may be adopted with respect
to the Internet or covering issues such as user privacy, pricing, content,
copyrights, distribution and characteristics and quality of products and
services.  Such new regulations could require us to expend significant resources
to understand and comply with such regulations, which may have a material
adverse impact on our business.

     We do not believe that current regulations governing the Internet and
computer service industry will have a material effect on our current operations.
However, various federal and state agencies may propose new legislation that may
adversely affect our business, financial condition and results of operations.

     Research and Development

     For the years ended June 30, 1999, 2000 and 2001, we and our predecessor
(RTI), expended approximately  $17,646, $948,754 and $1,531,225 respectively, on
the development of our services.  We expect to decrease research and development
expenditures during the fiscal year ending June 30, 2002.

     Employees and Contractors

     As of September 15, 2001, we had 39 full-time employees employed as
follows:

                                        Employees
                                        ---------
     Administration                         5
     Research and Development               7
     Marketing and Sales                    8
     Client Services                        1
     Technical Support                     18

                                      13
<PAGE>

     Risk Factors


     Our operations are subject to a number of risks, including those described
below.  If any of the following risks actually occur, our business, financial
condition or operating results and the trading price or value of our securities
could be materially adversely affected.

          Limited Operating History

     Our limited operating history makes it difficult to evaluate our current
business and prospects or to accurately predict our future revenue or results of
operations.  Our revenue and income potential are unproven, and our business
model is constantly evolving.  Because the Internet is constantly changing, we
may need to modify our business model to adapt to these changes.  Companies in
early stages of development, particularly companies in new and rapidly evolving
Internet industry segments, are generally more vulnerable to risks,
uncertainties, expenses and difficulties than more established companies.

          New and Unproven Business Model

     Our model for conducting business and generating revenue is new and
unproven.  Our success will depend primarily on our ability to generate revenue
from a number of sources, currently consisting primarily of:

     .  PC vendors, PC retailers and third party warranty vendors

     .  Internet Service Providers

     As the market for our services is new and evolving, it is difficult to
predict the size of the market, its future rate of growth, if any, or the level
of prices the market will pay for our services.  We are not certain that our
business model will be successful or that we can generate revenue growth or be
profitable.   There can be no assurance that any increase in marketing and sales
efforts will result in a larger market or increase in market acceptance for our
services.  We may sell service contracts to provide warranty services or bundle
our services for a fixed fee based on only limited historical experience as to
the level of expenditures we will need to incur to satisfy our contractual
obligations.  In order to increase our gross margins to acceptable levels from
our existing and future contracts, we will need to migrate the end users of our
services to a greater reliance on Internet use of our services rather than
telephone support. We do not have enough experience to date to know whether we
will be successful in effecting this migration. If markets for our services
develop more slowly than expected or become saturated with competitors, or our
services do not achieve or sustain market acceptance, or we are unable to set
prices for our services that are sufficient to cover our costs and generate a
profit, we will be unlikely to be able to successfully operate our business.

          History of Operating Losses and Anticipated Losses and Negative Cash
          Flow for the Foreseeable Future

     To date, we have incurred operating losses and negative cash flow from
operating activities.  We will need to generate additional revenue to achieve
profitability and may need to significantly increase our expenditures for sales
and marketing, content development, and technology and infrastructure
development to enhance our business or to maintain our competitive position. We
anticipate that our operating losses and negative cash flow will continue for at
least the immediately foreseeable future.  Consequently, it is possible that we
may never achieve profitability, and even if we do achieve profitability, we may
not sustain or increase profitability on a quarterly or annual basis in the
future.  If we do not achieve or sustain profitability in the future, we may be
unable to continue our operations.  The auditors' report with respect to our
financial statements for the fiscal year ended June 30, 2001 includes an
additional explanatory paragraph on these conditions that raise substantial

                                      14
<PAGE>

doubt about our ability to continue as a going concern.  The financial
statements do not include any adjustment that might result from the outcome of
these uncertainties.

          Need for Additional Capital

     During fiscal 2001, we raised aggregate gross proceeds of $3,765,000 from
the sale of common stock and $44,000 from the exercise of employee stock
options. However, our current financial commitments and business plan will
require working capital in excess of our cash reserves, which we are not
sufficient to sustain our operations. We will need to secure additional
financing (for which we do not have any commitments from any third party) by no
later than the end of October 2001, or be forced to reduce the current level of
or suspend our operations.

     In addition to our short-term need for additional financing, we may need
additional capital in the future to support an increase in the scope of our
operations or any potential shortfall in revenues. We anticipate funding any
additional working capital requirements either through the proceeds from a
private placement of our common stock or a debt financing, together with
anticipated revenues generated from customers.  We do not currently have any
commitment from any third party to provide the potential debt or equity
financing.  We may be unable to obtain financing on reasonable terms or at all.
Furthermore, if we raise additional working capital through equity, our
shareholders will experience dilution.  If we are unable to secure additional
financing when needed and our revenues are inadequate to provide the necessary
working capital, we may be required to slow down or suspend our growth or reduce
the scope of our then current level of business operations, any of which would
have a material adverse effect on our business.

          We are Dependent on Several Large Customers

     Internet Services Management Group ("Skyenet"), an ISP, accounted for
approximately 40% of our monthly recurring revenue base at the end of fiscal
2001. We have recently entered into an agreement to provide online technical
support services to Sears-Roebuck ("Sears"). We anticipate that Skyenet and
Sears will account for a substantial portion of our revenues in fiscal 2002 and
potentially in subsequent years. However, the actual revenues from these two
agreements will depend upon the usage of our services by Skyenet's and Sears'
customers. The Skyenet agreement may be terminated by either party on 90 days
notice. The Sears and Skyenet agreements also may both be terminated by those
parties if we are unable to provide specifically defined levels of service under
those agreements.

          Our Technical Support Application Will Need to Be Continually Enhanced

     Due to the constantly evolving nature of the Internet and related
technologies, we must continuously monitor changes in PC support technologies
and Internet-based support offerings with the goal of adding additional
functionality in new releases of our products.  Our Technical Support
Application will have to be updated and enhanced on a timely basis in order for
us to compete effectively.  There can be no assurance that we will have access
to the working capital, technology, or skilled personnel and outside contractors
necessary in order to deliver these updates and enhancements to the market on a
timely basis.

          Control of Future Growth

     We may need to significantly expand operations to address potential growth
in our customer bases, the breadth of our service offerings, and other
opportunities.  This expansion would strain our management, operations, systems
and financial resources.  To manage our recent growth and any future growth of
our operations and personnel, we must improve and effectively utilize our
existing operational, management, marketing and financial systems and
successfully recruit, hire, train and manage personnel and maintain close
coordination among our technical, finance, marketing, sales and

                                      15
<PAGE>

production staffs. We may need to hire additional personnel in various areas of
our operations during the current fiscal year. In addition, we may also need to
increase the capacity of our software, hardware and telecommunications systems
on short notice, and may need to manage an increasing number of complex
relationships with users, strategic partners and other third parties. The
failure to manage this growth could disrupt our operations and ultimately
prevent us from generating the revenue we expect.

     We have not yet deployed our services on a mass basis, and have not yet
tested our ability to provide our services on a mass basis.  There can be no
assurance that the software platforms upon which our services operate will be
able to handle the volume of information necessary to meet our operating
requirements.  The failure of those software platforms to handle the necessary
volume of information would seriously affect our business.

          Dependence On Key Personnel and Need For Additional Personnel

     Our future success depends to a significant extent on the continued
services of senior management, including Michael McLean, Steven Macbeth, Mark
Tracey, Bruce McDonald and Bruna Martinuzzi.  In addition, we believe that it
may be necessary to hire additional senior management employees with sales and
marketing experience in order to proceed with our current business plan.

     We have employment contracts with Messrs. McLean, Macbeth, Tracey and
McDonald but these contracts do not require any of them to remain with us for
any particular period of time.  The loss of any of these senior managers would
likely have an adverse effect on our business.  Competition for personnel
throughout the industry is intense and we may be unable to retain our current
key employees or attract, integrate or retain other highly qualified employees
in the future.  If we do not succeed in attracting new personnel or retaining
and motivating our current personnel, our business could be materially adversely
affected.

          The Market is Highly Competitive and We May Not Be Able to Compete
          Successfully Against Our Current and Future Competitors

     The market for PC support services through the Internet is a new and highly
competitive market, which is subject to rapid change and has few barriers to
entry.  We face competitive pressures from numerous actual and potential
competitors.

     Competition in the PC support business is likely to increase significantly
as new companies enter the market and current competitors expand their services.
Many of our current and potential competitors have substantial competitive
advantages, including:

          .  significantly greater financial, technical and marketing resources
          .  relationships with strong partners
          .  longer operating histories
          .  greater brand name recognition
          .  larger existing customer bases

     Our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements and devote greater resources
to develop, promote and sell their products or services.  Existing and potential
customers may perceive that competitor services are superior to ours.  In
addition, increased competition could result in reduced subscriber fees, reduced
margins and loss of market share, any of which could harm our business.

                                      16
<PAGE>

          Brand Recognition

     To attract users we must develop a brand identity and increase public
awareness of the services we offer.  To increase brand awareness and revenue, we
intend, to the extent we have adequate financial and other resources to do so,
to substantially increase our advertising and promotional efforts.  Our
marketing activities may, however, not result in increased revenue and, even if
they do, any increased revenue may not offset the expenses incurred in building
brand recognition.  Moreover, despite these efforts we may be unable to increase
public awareness of our brands, which would have an adverse effect on our
business.

          Reliance on Technology Partners

     Many of the online support technologies used in the Technical Support
Application are licensed from unrelated third parties or have been acquired from
third parties, and we anticipate that we will need to gain access in the future
to additional technologies through licenses or acquisitions.  We are highly
reliant on the technologies that we license or have acquired.  There can be no
assurance that our licensors will take the necessary steps to assure that these
technologies will keep pace with technological changes.  There also can be no
assurance that our licensors will continue to grant us licenses in the future.
We also may encounter unanticipated difficulties in integrating the technologies
that we license or the technologies, personnel or operations that we acquire
with our existing technologies or operations.  The loss of the right to use one
or more of these technologies or our inability to successfully integrate these
technologies with our existing technologies may have a material adverse effect
on our business.

          Technological Change

     The market for Internet products and services is characterized by rapid
change, evolving industry standards and frequent introductions of new
technological developments.  These new standards and developments could make our
existing or future products or services obsolete.  In addition, personal
computers, operating systems software, and applications software are constantly
improving.  Computer manufacturers and software developers may develop more
robust technologies for their products which could render our services obsolete
or reduce the demand for our services below the level required to profitably
support them.

     Our keeping pace with the introduction of new standards and technological
developments could result in significant additional costs or prove difficult or
impossible.  The failure to keep pace with these changes and to continue to
enhance and improve the responsiveness, functionality and features of our
services could harm our ability to attract and retain users.  Among other
things, we may need to enhance our existing services or license or develop new
services or technologies, which may not be available to us on attractive terms
or at all.

          Intellectual Property Protection

     We may be unable to acquire or maintain trademark or Web domain names in
the United States and other countries in which we may conduct business.  We have
applied for trademark protection for the names "pcsupport.com" and "MyHelpDesk"
and currently hold various relevant domain names, including PCSUPPORT.com,
GLOBALREPLACE.com, PCREPLACE.com, PDASUPPORT.com, PCSUPPORTCENTER.com,
PCSUPPORTCENTER.net, PCRESTORE.com, and RECON-TECH.com.  The acquisition and
maintenance of domain names generally is regulated by governmental agencies and
their designees and is subject to change.  The relationship between regulations
governing domain names and laws protecting trademarks and similar proprietary
rights is unclear.  Therefore, we could be unable to prevent third parties from
acquiring or using domain names that infringe or otherwise decrease the value of
our brand names and other proprietary rights.

                                      17
<PAGE>

     Also, third parties may assert trademark, copyright, patent and other types
of infringement or unfair competition claims against us.  If forced to defend
against any such claims, whether they are with or without merit or are
determined in our favor, then we may face costly litigation, diversion of
technical and management personnel, or product shipment delays.  As a result of
such a dispute, we may have to develop non-infringing technology or enter into
royalty or licensing agreements.  Such royalty or licensing agreements, if
required, may be unavailable on terms acceptable to us, or at all. If there is a
successful claim of product infringement against us and we are unable to develop
non-infringing technology or license the infringed or similar technology on a
timely basis, it could harm business.

     Further, if efforts to enforce our intellectual property rights are
unsuccessful or if claims by third parties against us are successful, we may be
required to pay financial damages or alter our business practices.

     We rely on confidentiality, non-disclosure and non-competition arrangements
with our employees, representatives and other entities engaged in joint product
or business development with us, and expect to continue to enter into such
agreements with such persons.  There can be no assurance that these agreements
will provide meaningful protection.  There can be no assurance that other
companies will not acquire and use information that we consider to be
proprietary.

          System Disruptions

     Our ability to attract and retain subscribers depends on the performance,
reliability and availability of our services and network infrastructure.  We may
experience periodic service interruptions caused by temporary problems in our
own systems or software or in the systems or software of third parties upon whom
we rely to provide service or support.  Fire, floods, earthquakes, power loss,
telecommunications failures, break-ins, denial of service attacks and similar
events could damage these systems and interrupt our services.  Computer viruses,
electronic break-ins or other similar disruptive events also could disrupt our
services.  System disruptions could result in the unavailability or slower
response times of our Technical Support Application, which would lower the
quality of our customers' experience.  Service disruptions could adversely
affect our revenue and, if they were prolonged, would seriously harm our
business and reputation.  We do not carry business interruption insurance to
compensate for losses that may occur as a result of these interruptions.  In
addition, our customers will be dependent on Internet service providers and
other Web site operators for access to our Technical Support Application.  These
providers and operators have experienced significant outages in the past, and
could experience outages, delays and other difficulties due to system failures
unrelated to our systems.  Moreover, the Internet network infrastructure may not
be able to support continued growth. Any of these problems could adversely
affect our business.

          Failure of Online Security Measures

     Our relationship with our customers would be adversely affected if the
security measures that we use to protect their personal information were
ineffective.  We cannot predict whether events or developments will result in a
compromise or breach of the technology we use to protect a customer's personal
information.

     The infrastructure relating to our services is vulnerable to unauthorized
access, physical or electronic computer break-ins, computer viruses and other
disruptive problems. Internet service providers have experienced, and may
continue to experience, interruptions in service as a result of the accidental
or intentional actions of Internet users, current and former employees and
others.  Anyone who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our operations.
Security breaches relating to our activities or the activities of third-party
contractors that involve the storage and transmission of proprietary information
could

                                       18
<PAGE>

damage our reputation and our relationships with our subscribers and strategic
partners. We could be liable to our subscribers for the damages caused by such
breaches or it could incur substantial costs as a result of defending claims for
those damages. We may need to expend significant capital and other resources to
protect against such security breaches or to address problems caused by such
breaches. Security measures that we take may not prevent disruptions or security
breaches.

          Development and Maintenance of the Internet and the Availability of
          Increased Bandwidth to Users

     The success of our business will rely on the continued improvement of the
Internet as a convenient means of consumer interaction and commerce.  Our
business will depend on the ability of our customers to use our Technical
Support Application without significant delays or aggravation that may be
associated with decreased availability of Internet bandwidth and resultant
limits to access to our Technical Support Application.  This will depend upon
the maintenance of a reliable network with the necessary speed, data capacity
and security, as well as timely development of complementary products, such as
high-speed modems, for providing reliable Internet access and services.  The
failure of the Internet to achieve these goals may reduce our ability to
generate significant revenue.

     Our penetration of a broader consumer market will depend, in part, on
continued proliferation of high speed Internet access.  The Internet has
experienced, and is likely to continue to experience, significant growth in the
numbers of users and amount of traffic.  As the Internet continues to experience
increased numbers of users, increased frequency of use and increased bandwidth
requirements, the Internet infrastructure may be unable to support the demands
placed on it.  In addition, increased users or bandwidth requirements may harm
the performance of the Internet.  The Internet has experienced a variety of
outages and other delays and it could face outages and delays in the future.
These outages and delays could reduce the level of Internet usage as well as the
level of traffic, and could result in the Internet becoming an inconvenient or
uneconomical source of products and services, which would cause its revenue to
decrease.  The infrastructure and complementary products or services necessary
to make the Internet a viable commercial marketplace for the long term may not
be developed successfully or in a timely manner.   Even if these products or
services are developed, the Internet may not become a viable commercial
marketplace for the products or services that we offer.

          We May Need to Change the Manner in Which We Conduct Our Business if
          Government Regulation Increases or Changes

     There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet.  Laws and regulations may be adopted
in the future, however, that address issues such as user privacy, pricing,
taxation, content, copyrights, distribution, security, and the quality of
products and services.  For example, the Telecommunications Act of 1996 sought
to prohibit transmitting certain types of information and content over the Web.
Several telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and online services providers
in a manner similar to long distance telephone carriers and to impose access
fees on these companies.  Any imposition of access fees could increase the cost
of transmitting data over the Internet.  In addition, the growth and development
of the market for online commerce may lead to more stringent consumer protection
laws, both in the United States and abroad, that may impose additional burdens
on us.  The United States Congress recently enacted Internet laws regarding
children's privacy, copyrights, taxation and the transmission of sexually
explicit material.  The law of the Internet, however, remains largely unsettled,
even in areas where there has been some legislative action.  Moreover, it may
take years to determine the extent to which existing laws relating to issues
such as property ownership, libel and personal privacy are applicable to the
Web.  Any new, or modifications to existing, laws or regulations relating to the
Web could adversely affect our business.

                                       19
<PAGE>

     If one or more states or any foreign country successfully asserts that we
should collect sales or other taxes on the provision of our services, our net
sales and results of operations could be harmed.  We do not currently collect
sales or other similar taxes on the provision of our services in any state.
However, one or more states may seek to impose sales tax collection obligations
on companies, which engage in or facilitate the provision of services on the
Internet.  A number of proposals have been made at the state and local level
that would impose additional taxes on the sale of products and services through
the Internet.  Such proposals, if adopted, could substantially impair the growth
of electronic commerce and could adversely affect our opportunity to derive
financial benefit from the provision of our services.  Moreover, if any state or
foreign country were to successfully assert that we should collect sales or
other taxes on the provision of our services, our results of operations could be
adversely affected.

     Legislation limiting the ability of the states to impose taxes on Internet-
based transactions has been enacted by Congress.  However, this legislation,
known as the Internet Tax Freedom Act of 1998, imposes only a three-year
moratorium ending on October 21, 2001 on state and local taxes on electronic
commerce where such taxes are discriminatory and on Internet access unless such
taxes were generally imposed and actually enforced before October 1, 1998.
Failure to renew this legislation would allow various states to impose taxes on
Internet-based commerce.

          Collection of Taxes

     As our business grows, we hope to generate sales from consumers and
businesses around the world.  Each jurisdiction collects sales taxes of various
kinds in different ways.  We may need to quickly develop an understanding of a
myriad of tax regimes and to customize our electronic commerce and accounting
systems to collect and remit such taxes for each one.  There can be no assurance
that we will be able to develop an understanding of every system and collect and
remit such taxes in a timely manner.  Failure to do so may expose us to
significant sanctions, penalties and fines that may have a material adverse
impact on our business.

          Operating Results May Prove Unpredictable, and May Fluctuate
          Significantly

     Our operating results are likely to fluctuate significantly in the future
due to a variety of factors, many of which are outside of our control.  Because
our operating results may be volatile and difficult to predict, in the future
the operating results may fall below the expectations of securities analysts and
investors.  In this event, the trading price of our common stock may fall
significantly. Factors that may cause operating results to fluctuate
significantly include the following:

       .  rapid changes in the prices and costs of online services
       .  fluctuations in the levels of users served by our Technical Support
          Application and the amount of time that users spend on the Technical
          Support Application using labor intensive online support services
       .  new Web sites, services or products introduced by us or by our
          competitors
       .  the timing and uncertainty of advertising sales cycles and seasonal
          declines in advertising sales
       .  general economic conditions, as well as economic conditions specific
          to users of our services and the public markets for Internet-related
          companies

          Common Stock Price May Be Volatile

     The market prices of securities of Internet and technology companies are
extremely volatile and sometimes reach unsustainable levels that bear no
relationship to the past or present operating performance of such companies.

                                       20
<PAGE>

     Factors that may contribute to the volatility of the trading price of our
common stock include, among others:

       .   public announcements of technical innovations relating to our
           business, new products or services by us or our competitors, or
           acquisitions or strategic alliances by us or our competitors

       .   public reports concerning our services or those of our competitors

       .   the announcement of large and noteworthy business deals by our
           competitors or us our quarterly results of operations

       .   the variance between our actual quarterly results of operations and
           predictions by stock analysts

       .   financial predictions and recommendations by stock analysts
           concerning Internet companies and companies competing in our market
           in general, and concerning us in particular

       .   the operating and stock price performance of other companies that
           investors or stock analysts may deem comparable to us

       .   the general investment climate and the climate for Internet-related
           public companies, such as PCsupport.com, which has historically been
           very volatile

     In addition to the foregoing factors, the trading prices for equity
securities in the stock market in general, and of Internet-related companies in
particular, have been subject to wide fluctuations that may be unrelated to the
operating performance of the particular company affected by such fluctuations.
Consequently, broad market fluctuations may have an adverse effect on the
trading price of our common stock, regardless of our results of operations.

           Limited Market for Our Common Stock

     Although our common stock is quoted on the OTC Electronic Bulletin Board,
there is only a limited market for our common stock, and there can be no
assurance that this market will be maintained or broadened.  The market price
for shares of common stock is likely to be very volatile, and numerous factors
beyond our control may have a significant effect on the market for these shares.

           No Dividends

     The payment of dividends on our common stock is within the discretion of
our Board of Directors and will depend upon our future earnings, our capital
requirements, our financial condition, and other relevant factors.  We do not
currently intend to declare any dividends on our common stock for the
foreseeable future.

           The Common Stock May Be Deemed "Penny Stock" and Therefore Subject to
           Special Requirements

     Our common stock may be deemed to be a "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
Penny stocks are stocks (i) with a price of less than five dollars per share;
(ii) that are not traded on a "recognized" national exchange; (iii) whose prices
are not quoted on the NASDAQ automated quotation system (NASDAQ-listed

                                       21
<PAGE>

stocks must still meet requirement (i) above); and (iv) in issuers with net
tangible assets of less than $2,000,000 (if the issuer has been in continuous
operation for at least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average revenues of less than $6,000,000 for
the last three years.

     Section 15(g) of the Securities Exchange Act of 1934, and Rule 15g-2
promulgated under the Securities Exchange Act of 1934, require broker-dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account.  Moreover, Rule 15g-9 promulgated under the
Securities Exchange Act of 1934 requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the broker-
dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in our common stock
to resell their shares to third parties or to otherwise dispose of them.

          Executive Officers, Directors and Major Stockholders Exercise
          Significant Control

     As of September 1, 2001, our executive officers and Directors and the
holders of 5% or more of our outstanding common stock together beneficially
owned approximately 26.1% of the outstanding common stock. These stockholders
are able to significantly influence all matters requiring approval by
stockholders, including the election of Directors and the approval of
significant corporate transactions. This concentration of ownership may also
have the effect of delaying, deterring or preventing a change in control and may
make some transactions more difficult or impossible to complete without the
support of these stockholders.

          Risks of International Operations

     We expect a substantial portion of our revenues to be based on sales and
services rendered to customers in the United States, while a significant amount
of our operating expenses will be incurred in Canada.  As a result, our
financial performance will be affected by fluctuations in the value of the U.S.
dollar to the Canadian dollar.  At the present time, we have no plan or policy
to utilize forward contracts or currency options to minimize this exposure, and
even if these measures are implemented there can be no assurance that such
arrangements will be available, be cost effective or be able to fully offset
such future currency risks.

ITEM 2.  DESCRIPTION OF PROPERTY.

     We maintain our principal place of business at Suite 300-3605 Gilmore Way,
Burnaby, British Columbia, Canada V5G 4X5, where we lease approximately 24,750
square feet at an annual rate of (Cdn.) $17.00 per sq. ft., plus operating costs
of approximately (Cdn.) $7.00 per square foot per annum.  This lease will expire
on August 31, 2005. Most of our operations, sales, services and administration
are conducted from our offices in Burnaby.  We anticipate that the space
provided by these facilities will be sufficient to meet our requirements for at
least the next twelve months.

                                       22
<PAGE>

     We currently have no policies regarding the acquisition or sale of assets
primarily for possible capital gain or income.  We do not presently hold any
investments or interests in real estate mortgages or securities of or interests
in persons primarily engaged in real estate activities.

ITEM 3.  LEGAL PROCEEDINGS.

     We are not a party to any material legal proceedings.

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

     None.

                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Shares of our common stock are traded on the OTC Electronic Bulletin Board
under the symbol "PCSP".  (From August 18, 1998 until June 24, 1999, our common
stock traded on the OTC Electronic Bulletin Board under the symbol "MXTS".)

     The following table shows the range of high and low bid quotations for our
common stock reported by the OTC Electronic Bulletin Board in each fiscal
quarter during the past two fiscal years.  The information has been adjusted for
all periods presented to reflect the reverse stock split of our common stock,
which occurred in 1999.

                   Quarter Ended              High        Low

                   September 30, 1999         $2.00      $0.56
                   December 31, 1999          $1.94      $0.88
                   March 31, 2000             $9.69      $0.97
                   June 30, 2000              $5.44      $1.94
                   September 30, 2000         $2.28      $1.25
                   December 31, 2000          $2.34      $0.63
                   March 31, 2001             $1.06      $0.38
                   June 30, 2001              $0.50      $0.33

     These quotations reflect inter-dealer prices, without retail markup,
markdown or commission and may not represent actual transactions.

     As of June 30, 2001, there were approximately 236 record holders of our
common stock.

     We have not paid any cash dividends on our common stock, and we currently
intend to retain any future earnings to fund the development and growth of our
business.

     In July 2000, we issued 100,000 shares of our common stock to Remote
Diagnostics, Inc. as partial payment for a license of certain technology that we
received from that company. The issuance of these securities was considered by
us to be exempt from registration under the Securities Act of 1933 in reliance
on section 4(2) of the Securities Act and Regulation D thereunder as a
transaction not involving any public offering.

                                       23
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     All statements, other than statements of historical fact, included in this
Form 10-KSB involve assumptions, known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements,
to be materially different from any future results, performance or achievements
expressed or implied by such statements contained in this Form 10-KSB. Such
potential risks and uncertainties include, without limitation, the impact of
competitive products and pricing, the need to raise additional capital,
uncertain markets for our products and services, our dependence on third parties
and licensing/service supply agreements, and the ability of competitors to
license the same technologies that we use for the PC Support Center and PC
Support Application or develop or license other functionally equivalent
technologies.  This Management's Discussion and Analysis should be read in
conjunction with our consolidated Financial Statements for fiscal year ended
June 30, 2001, included herein.

     Overview

     PCsupport.com, Inc. is a provider of outsourced technical support solutions
for businesses and consumers.  We specialize in providing online, proactive,
and user-focused technical support (eSupport) services to personal computer
users worldwide. We provide eSupport solutions through our Technical Support
Application to businesses who have an obligation to provide technical support to
their employees or customers. Our PC Support Center offers a comprehensive
eSupport solution directly to consumers, which is designed to reduce technical
support costs and increase user satisfaction, although we have not been
generating significant revenues from this service.

     Results of Operations for the years ended June 30, 2001 and 2000

     Revenue

     Total revenue increased to $1,341,783 for the year ended June 30, 2001 from
$29,482 for the year ended June 30, 2000. Revenue from service contracts
accounted for $1,265,448 of the fiscal 2001 revenue, and for all of the fiscal
2000 revenue. The balance of the fiscal 2001 revenue was from sub-leases of
certain of our premises. The increase in service contract revenue of $1,235,966
from fiscal 2000 levels is primarily due to the introduction of our Technical
Support Application to one of our key target markets, the Internet Service
Provider market space. Service revenue was primarily earned from commissioning
fees and the sale of eSupport services. Fiscal 2000 revenues of $29,383 were the
result of sales of the since-discontinued online backup service.

     Cost of Support center and online back-up

     The Cost of the Support Center consists primarily of direct labor and
related costs associated with delivering eSupport services through our Technical
Support Application, including payments to third parties for services rendered,
Internet connections, and costs of license fees under technology license
agreements. Cost of license fees and services increased to $2,013,545 for fiscal
2001 from $208,339 for fiscal 2000. The increase in Support Center Cost of
$1,805,206 during fiscal 2001 is primarily a function of the increase in
personnel required to serve a growing customer base, as well as an increase in
contracted telephone support costs resold as part of our service package. These
expenses can be expected to continue to increase in relationship to potential
growth in revenues. Costs of $208,339 in fiscal 2000 were primarily related to
the provision of online backup services, which is no longer part of our
operations. We anticipate that there will be a significant lag between incurring
the expenses to support the offering of our Technical Support Application and
generating potential significant revenues from these expenditures.

                                       24
<PAGE>

     Development Costs

     Development costs consist primarily of payroll and related expenses for
research and development personnel. Development costs increased to $1,531,225
for fiscal 2001 from $948,754 for fiscal 2000. The increase of development costs
of $582,471 from fiscal 2000 to fiscal 2001 is primarily the result of increased
personnel employed in Development.

     Our primary research and development effort will be to continue
to add features to the PC Support Application and to release subsequent versions
during the next year. Due to the constantly evolving nature of the Internet and
related technologies, we will continuously monitor changes in PC support
technologies and Internet-based support offerings with the goal of adding
additional functionality in new releases of the Technical Support Application.
There is no certainty that the historical levels of expenditures in product
development will be sufficient to maintain our product as competitive, and
expenditure levels may need to be increased.

     Marketing and Promotion

     Marketing and promotion consists primarily of payments to third parties for
web portal advertising and payroll and related expenses for marketing personnel.
Marketing and promotion expenses increased to $2,353,749 in fiscal 2001 from
$1,602,317 in fiscal 2000. The increase of $751,432 during fiscal 2001 from
fiscal 2000 levels was largely due to commitments under co-branding and
advertising agreements, and to a lesser extent due to an increase in the number
of marketing personnel. In November 2000, we terminated one advertising
agreement, significantly reducing marketing and promotion current period
expenses and future commitments. We have no plans to undertake material
marketing efforts at this time due to limited resources. However, marketing
efforts will be increased as and if funds permit.

     General and Administrative

     General and administrative consists principally of payroll expenses and
related costs of administrative personnel and professional fees for legal,
accounting and other professional services. General and administrative expenses
incurred during fiscal 2001 increased to $2,371,476 from $1,369,973 for fiscal
2000. These increases were primarily due to increases in the number of
administrative personnel and increases in legal, accounting and other consulting
costs incurred in connection with the expansion of business activities and our
operations as a public company.

     Depreciation and Amortization and Write-down of Intangible Assets

     We recorded depreciation, amortization and a write-down of intangible
assets totaling $2,895,546 for fiscal 2001, compared to $108,972 during fiscal
2000. These increases are primarily due to the amortization of our intangible
assets over their estimated useful lives which management estimates range from
two to three years. Amortization increased as a result of significant intangible
asset additions resulting from acquisitions in fiscal 2001. In addition, we
wrote down the carrying value of intangible assets acquired pursuant to the
November 2000 acquisition of the assets of MyHelpDesk, Inc. by $2.0 million in
March 2001 (from $2.9 million to $.9 million), as a result of our subsequent
decision to terminate the employment of all but one of the employees at the
former MyHelpDesk company, to close the former MyHelpDesk office and re-write
the enabling software and modify the directory architecture to incorporate the
acquired self-help directories into products related to a revised marketing
strategy.

                                       25
<PAGE>

The estimated fair value reflects the value of the remaining assets including
the code and directory of the self-help directory tool now incorporated into our
Technical Support Application.

     Interest Income (expense), net

     Net interest income includes interest income from cash and cash equivalents
offset by interest expense. During fiscal 2001 we had net interest income of
$199,389 as compared to a net expense of $2,756,572 in fiscal 2000. The net
interest expense from fiscal 2000 resulted primarily from a non-cash charge due
to the amortization of the beneficial conversion feature value and the fair
value of warrants issued as a discount on convertible promissory notes. We do
not expect a net interest income circumstance to occur in future periods, as we
will likely be required to work with lower cash reserves, and may have to
finance future operations through interest bearing debt.

     Liquidity and Capital Resources

     Net cash used in operations was $5,949,609 in fiscal 2001 compared to
$3,501,341 for the same period in the prior year. Net cash used in operations in
the period was largely the result of net losses and an increase in trade
receivables, partially offset by reductions in prepaid expenses and deposits and
an increase in deferred revenue. Net cash used in investing activities was
$2,074,339 during fiscal 2001 compared to $513,934 in fiscal 2000. The increases
were primarily due to the cash costs of acquisitions and investment in equipment
and licenses during the period. Net cash provided by financing activities was
$3,361,191 in fiscal 2001, and $8,368,756 in fiscal 2000. The reduction in
financing activities from fiscal 2000 to fiscal 2001 is in part a reflection of
an overall downturn in the equity markets. Management sees no positive change to
the equity markets in the foreseeable future, and anticipates that the raising
of equity financing will remain more difficult than in prior years.

     We had negative working capital of ($55,491) at June 30, 2001 and our
principal commitments consisted of obligations under operating leases. These
commitments and the execution of our business plan, together with the funding of
anticipated operating losses, will require working capital in excess of our
current cash reserves, which we believe are sufficient to sustain our operations
at current levels until the end of October , 2001.

     We anticipate funding our immediate working capital requirements through a
debt or equity financing and our longer-term working capital requirements from
potential future revenues generated from customers and additional financings, if
needed and possible to obtain. We do not currently have any commitments from any
third party to provide additional financing and may be unable to obtain
financing on reasonable terms or at all. Furthermore, if we raise additional
working capital through the sale of equity securities, our shareholders will
experience dilution. If we are unable to secure additional financing in the
immediate future we will be required to materially reduce the scope of, or
terminate, our operations.

                                       26
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

     Our consolidated financial statements and the accompanying report and notes
thereto, which are attached hereto beginning at page F-1, are incorporated
herein by reference.

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

                                     None

                                       27
<PAGE>

                                   PART III

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

     The information required by this Item will be contained in our definitive
Proxy Statement for our 2001 Annual Meeting of Stockholders, and is incorporated
herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION.

     The information required by this Item will be contained in our definitive
Proxy Statement for our 2001 Annual Meeting of Stockholders, and is incorporated
herein by reference.

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

     The information required by this Item will be contained in our definitive
Proxy Statement for our 2001 Annual Meeting of Stockholders, and is incorporated
herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by this Item will be contained in our definitive
Proxy Statement for our 2001 Annual Meeting of Stockholders, and is incorporated
herein by reference.

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

          (a)  Exhibits

<TABLE>
<CAPTION>

                                 EXHIBIT INDEX

Exhibit Number Description
-------------- -----------
<S>            <C>
2.1            Plan of Reorganization and Merger dated as of May 5, 1999 between the
               Company and RTI.*

3.1            Articles of Incorporation of the Company dated as of April 5, 1999.*

3.2            Articles/Certificate of Merger of the Company dated as of April 5, 1999.*

3.3            Certificate of Correction of the Company dated as of June 2, 1999.*

3.4            Articles of Merger of the Company dated as of June 21, 1999.*

3.5            Bylaws of the Company.*

4.1            Specimen Stock Certificate****

4.2            Form of Warrant issued to former RTI warrant holders in connection with the
               Merger of the Company.*

4.3            Form of Warrant issued to Advanced in connection with the Merger of the
               Company.*

4.4            Warrant issued on January 11, 2000 to CGTF, LLC.**

4.5            Form of Warrants issued on January 11, 2000 to Irwin Olian and Stanley
               Elbaum.***

4.6            Form of Warrants issued to Purchasers in February, 2000 Unit Offering.***

4.7            Form of Convertible Notes issued on February 29, 2000.***

4.8            Form of "A" Warrant issued on March, 10, 2000 to Mike Lee & Associates.***

4.9            Form of "B" Warrant issued on March, 10, 2000 to Mike Lee & Associates.***

4.10           Form of Warrants issued to ICE Holdings North America, L.L.C. on June 23, 2000.******

4.11           Form of Convertible Debenture issued to investors in July 2001 Unit Offering.

4.12           Form of Warrants issued to Investors in July 2001 Unit Offering.
</TABLE>

                                       28
<PAGE>

<TABLE>
<S>            <C>
10.1           Contract for Services dated as of June 23, 1999 between the Company and
               The Dromond Technologies Group.*

10.2           Notice of Termination dated as of March 31, 2000 from the Company to The
               Dromond Technologies Group, Inc.***

10.3           Consulting Contract dated as of April 1, 1999 between RTI and Strategic
               Catalysts Inc.*

10.4           Termination Letter dated as of December 31, 1999 from the Company to
               SCI.**

10.5           Employment Agreement dated as of March 1, 2000 between the Company and
               Michael McLean.***

10.6           Employment Agreement effective January 1, 2000 between the Company and
               Steve Macbeth.**

10.7           Employment Agreement effective January 1, 2000 between the Company and
               David Rowat.**

10.8           Employment Agreement dated as of November 17, 1999 between the Company and
               Bruce McDonald.**

10.9           Employment Agreement dated as of April 6, 2000 between the Company and
               Denise Holleran-Boswell.****

10.10          Employment Agreement dated as of April 25, 2000 between the Company and
               Bruna Martinuzzi.****

10.11          Directors, Officers and Employee Stock Option Plan, as amended by the
               Company's Board of Directors on November 30, 1999.***

10.12          Standard Form of Stock Option Agreement, as amended by the Company's
               Board of Directors on November 30, 1999.***

10.13          Stock Pooling and Escrow Agreement dated as of July 31, 1999 among the
               Company, Advanced Financial Services Inc., Alan Ackerman, David
               Rowat, Clifford Rowlands, Michael McLean, Steve Macbeth, The
               Dromond Group Ltd., and Owen, Bird.*

10.14          Amendment dated as of March 7, 2000 to the Stock Pooling and Escrow
               Agreement among the Company, Advanced Financial Services Inc.,
               Alan Ackerman, David Rowat, Clifford Rowlands, Michael McLean,
               Steve Macbeth, The Dromond Group Ltd., and Owen, Bird.***

10.15          Offer to Sub-Lease dated as of April 22, 1999 among Electronic Arts
               (Canada), Inc., RTI, and Beutel Goodman Real Estate Group.*
</TABLE>

                                       29
<PAGE>

<TABLE>
<S>            <C>
10.16          Lease dated as of March, 26, 1992 between The Canada Life Assurance
               Company and Osiware Inc.*

10.17          Assignment Agreement dated as of July 29, 1997 among Infonet Software
               Solutions Inc., Electronic Arts (Canada), Inc., and 547495
               Ontario Limited.*

10.18          Service Supply Agreement dated as of June 8, 1998 between RTI and
               StorageTek Canada Inc.*

10.19          Service Contract dated as of April 1, 1999 between the Company and Unisys
               of Canada Inc.*

10.20          Letter of Intent dated as of October 6, 1999 between the Company and Go
               Figure Technology Inc.*

10.21          Consulting Contract dated as of August 6, 1999 between the Company and
               M.A. Levy & Assoc.*

10.22          Consulting Agreement dated as of September 1, 1999 between the Company
               and Irwin Olian.*

10.23          Engagement Letter dated as of October 6, 1999 between the Company and
               Sitrick and Company.**

10.24          Service Agreement dated as of January 7, 2000 between the Company and Go
               Figure Technology, Inc.**

10.25          Agreement to Convert Notes Into Stock and Warrants dated as of January
               11, 2000 between the Company and CGTF, LLC.**

10.26          Term Sheet dated as of February 24, 2000 between the Company and Mike Lee
               & Associates.***

10.27          Purchasing Schedule No. 2 dated as of March 13, 2000 between the Company
               and Motive Communications, Inc.***

10.28          Engagement Letter dated as of March 21, 2000 between the Company and ICE
               Holdings North America, L.L.C.****

10.29          Content License Agreement, dated as of April 4, 2000, between the Company
               and AltaVista Company.****+

10.30          Advertising Agreement, dated as of April 7, 2000, between the Company and
               AltaVista Company.****+

10.31          Lease, dated as of June 1, 2000, between the Company and Discovery Parks
               Incorporated.*****
</TABLE>

                                       30
<PAGE>

<TABLE>
<S>            <C>
10.32          Services Distribution Agreement dated as of July 31, 2000 between the
               Company and ManagedStorage International.******

10.33          Revision to engagement letter dated May 20, 2000 between the Company and
               ICE Holdings North America, L.L.C.******

10.34          Asset Purchase Agreement with Tavisco Ltd. dated September 15, 2000.******

10.35          Letter of Intent between Company and MyHelpDesk dated September 7, 2000******

10.36          License Agreement dated September 24, 2000 between the Company and Remote
               Diagnostics, Inc.******

10.37          Promissory Note dated as of July 25, 2000 between the Company and Coffin
               Partners, LLC Series C*******

10.38          Subscription Agreement dated as of July 25, 2000 between the Company and
               Coffin Partners, LLC Series C*******

10.39          Sub-Lease Agreement between Pcsupport.com and Chalk.com.********

10.40          Second revision to engagement letter dated May 20, 2000 between the
               Company and ICE Holdings North, L.L.C. dated November 28, 2000.********

10.41          Service Contract dated as of May 14, 2001 between the Company and Sears,
               Roebuck and Co.++

10.42          Service Contract dated as of March 13, 2001 between the Company and
               Internet Services Management Group, Inc.++

10.43          Severance Arrangement between the Company and Mr. R. Glath dated November
               27, 2000.*********

10.44          Amendment to Severance Arrangement November 27, 2000 between the Company
               and Mr. R. Glath dated January 30, 2001.*********

10.45          Mutual Release and Settlement Agreement dated November 27, 2000 between
               the Company and Alta Vista Company.*********+

10.46          Third Revision to Engagement Letter dated March 21, 2000 between the
               Company and Ice Holdings North America, L.L.C.. dated December
               22, 2000.*********

10.47          Warrant Agreement dated January 12, 2001 between the Company and Meditor
               Capital Management (Bermuda) Limited.**********
</TABLE>

                                       31
<PAGE>

<TABLE>
<S>            <C>
10.48          Amended A Warrant, B Warrant and C Warrant issued to ICE Partners GmbH.**********

10.49          Sublease between the Company and Inphogene Biocommunications Inc.**********

10.50          Asset Purchase Agreement between the Company and MyHelpDesk dated November 27, 2000.***********

10.51          PCSupport.com, Inc. 2000 Stock Option Plan.************

21.            Subsidiaries.******

23.1           Consent of Accountants.
</TABLE>

*            Incorporated by reference to the Company's Form 10-SB filed on
             October 18, 1999.
**           Incorporated by reference to the Company's Amendment No. 2 to Form
             10-SB filed on January 12, 2000.
***          Incorporated by reference to the Company's Report on Form 10-QSB
             filed on May 15, 2000.
****         Incorporated by reference to the Company's Form SB-2 filed on May
             24, 2000.
*****        Incorporated by reference to the Company's Form SB-2A filed on June
             19, 2000.
******       Incorporated by reference to the Company's Form 10-KSB filed on
             September 28, 2000.
*******      Incorporated by reference to the Company's Report on Form 10-QSB
             filed on November 16, 2000.
********     Incorporated by reference to the Company's Form SB-2 filed on
             December 12, 2000.
*********    Incorporated by reference to the Company's Report on Form 10-QSB
             filed on February 14, 2001.
**********   Incorporated by reference to the Company's Report on Form 10-QSB
             filed on May 14, 2001.
***********  Incorporated by reference to the Company's Report on Form 8-K filed
             on December 8, 2000.
************ Incorporated by reference to the Company's Report on Form S-8 filed
             on January 17, 2001.

+    Certain portions of this exhibit have been omitted pursuant to an
     order for confidential treatment granted by the Securities and Exchange
     Commission.  Omitted portions have been filed separately with the
     Securities and Exchange Commission.

++   Certain portions of this exhibit have been omitted pursuant to a request
     for confidential treatment filed with the Securities and Exchange
     Commission.  Omitted portions have been filed separately with the
     Securities and Exchange Commission.

     (b)  Report on 8-K

          None
                                       32
<PAGE>

                              PCSUPPORT.COM, INC.

                                  SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

                                        PCSUPPORT.COM, INC.
                                        (Registrant)

Date: October 12, 2001             By
                                        /s/ Michael G. McLean
                                        -------------------------------------
                                        Chairman of the Board, President and
                                        Chief Executive Officer


     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below on this 12th day of October, 2001 by the
following persons on behalf of the Registrant and in the capacities indicated.

<TABLE>
<CAPTION>
Signature                               Title                                Date
---------                               -----                                ----
<S>                                     <C>                                  <C>
/s/ Michael G. McLean                   Chairman of the Board, President     October 12, 2001
----------------------------            and Chief Executive Officer
Michael G. McLean

/s/ Steven W. Macbeth                   Director, Chief Financial Officer    October 12, 2001
----------------------------
Steven W. Macbeth

/s/ Jerome Deluccio                     Director                             October 12, 2001
----------------------------
Jerome Deluccio

/s/ Michael S. Hillhouse                Principal Accounting Officer         October 12, 2001
----------------------------
Michael S. Hillhouse
</TABLE>

                                       33
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Directors
PCSupport.com, Inc.

We have audited the consolidated balance sheets of PCSupport.com, Inc. and
subsidiary as of June 30, 2001 and 2000 and the related consolidated statements
of operations, stockholders' equity and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We  believe that our audits provide a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of PCSupport.com, Inc. and subsidiary
as of June 30, 2001 and 2000, and the results of their operations and their cash
flows for the years ended June 30, 2001 and 2000 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

United States generally accepted accounting principles vary in certain
significant respects from accounting principles generally accepted in Canada.
Application of accounting principles generally accepted in Canada would have
affected results of operations for the years ended June 30, 2001 and 2000 and
stockholders' equity as at June 30, 2001 and 2000 to the extent summarized in
note 11 to the consolidated financial statements.


/s/  KPMG LLP

Chartered Accountants

Vancouver, Canada

September 12, 2001, except as to note 12(c)
 which is as of September 21, 2001

                                      39
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

                          Consolidated Balance Sheets
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                                           2001                       2000
                                                                      --------------             ------------
<S>                                                                   <C>                         <C>
Assets

Current assets:
     Cash and cash equivalents                                        $      486,533             $  5,149,290
     Trade accounts receivable, net of allowance (note 4)                    165,629                    4,053
     Other accounts receivable                                                73,004                   85,880
     Prepaid expenses and deposits                                           150,120                  446,973
                                                                      --------------             ------------

     Total current assets                                                    875,286                5,686,196

Restricted cash (note 2(f))                                                  220,000                        -
Property and equipment (note 5)                                              730,463                  411,817

Deferred acquisition costs                                                         -                   25,000

Intangible assets (note 6)                                                   990,674                    7,052
                                                                      --------------             ------------

                                                                      $    2,816,423             $  6,130,065
                                                                      ==============             ============
Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued liabilities                         $      897,404             $    657,050
     Deferred revenue                                                        253,373                        -
                                                                      --------------             ------------
     Total current liabilities                                             1,150,777                  657,050

Stockholders' equity (note 7):
     Common stock, $0.001 par value, authorized
       100,000,000 shares; issued 16,021,662 shares in
       2001 and 10,477,662 shares in 2000, including
       285,000  (2000 - 285,000) shares held by the Company                   16,022                   10,478
     Common stock to be issued (note 3(b))                                   625,000                        -
     Additional paid-in capital                                           18,625,839               13,765,041
     Deferred stock compensation                                             (61,905)                (387,563)
     Deficit                                                             (17,539,310)              (7,914,941)
                                                                      --------------             ------------
     Total stockholders' equity                                            1,665,646                5,473,015
                                                                      --------------             ------------
                                                                      $    2,816,423              $ 6,130,065
                                                                      --------------              -----------

Commitments and contingencies (note 8)
Subsequent events (note 12)

</TABLE>
See accompanying notes to consolidated financial statements.

                                      40
<PAGE>

                      PC SUPPORT.COM, INC. AND SUBSIDIARY

                     Consolidated Statements of Operations
                     (Expressed in United States dollars)

                      Years ended June 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                                                  2001                    2000
                                                                             -------------            ------------
<S>                                                                          <C>                      <C>
Revenue:
   Service contracts                                                         $   1,265,448            $     29,482
   Sub-lease rental revenue                                                         76,335                       -
                                                                             -------------            ------------

                                                                                 1,341,783                  29,482

Operating expenses:
   Support center and online back-up                                             2,013,545                 208,339
   Development costs                                                             1,531,225                 948,754
   Marketing and promotion                                                       2,353,749               1,602,317
   General and administrative                                                    2,371,476               1,369,973
   Depreciation and amortization
      and write down of intangible
      assets (note 6)                                                            2,895,546                 108,972
                                                                             -------------            ------------

                                                                                11,165,541               4,238,355
                                                                             -------------            ------------

Loss from operations                                                            (9,823,758)             (4,208,873)

Interest income (expense), net
   (note 7(a)(ii))                                                                 199,389              (2,756,572)
                                                                             -------------            ------------

Loss for the year                                                            $  (9,624,369)           $ (6,965,445)
                                                                             =============            ============


Loss per common share, basic
   and diluted                                                               $       (0.73)           $      (1.01)
                                                                             =============            ============
Weighted average common shares
   outstanding, basic and diluted                                               13,151,878               6,884,464
                                                                             =============            ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                      41
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

                Consolidated Statements of Stockholders' Equity
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                     Common shares             Common    Additional         Deferred
                                                 ---------------------    stock to be       paid-in            stock
                                                 Shares         Amount         issued       capital     compensation   Deficit
                                                 ------         ------    ------------   ----------     ------------   --------
<S>                                              <C>            <C>       <C>            <C>            <C>            <C>
Balance, June 30, 1999                            5,722,169     $ 6,007         -         $ 1,981,782   $  (198,909)   $   (949,496)

Exercise of warrants in July, 1999                   68,400          69         -              58,197             -               -
Shares issued in exchange for service                 4,160           4         -               6,504             -               -
Fair value of options issued to employees
  and consultants                                         -           -         -             600,900      (600,900)              -
Conversion of notes payable in January,
  net of $5,803 in cash financing costs
  (note 7(a)i))                                     350,000         350         -             494,747             -               -
Fully paid warrants issued as financing
  compensation cost (note (7(a)(ii))                      -           -         -           1,794,000    (1,794,000)              -
Beneficial conversion feature of notes
  payable issued in February
  (note 7(a)(ii))                                         -           -         -           1,000,000             -               -
Amortization of deferred stock
  compensation                                            -           -         -                   -     2,206,246               -
Sale of units in March and April, $2.00
  per share, net of $38,820 in cash
  financing costs                                   666,000         666         -           1,292,514             -               -
Sale of common stock in March, $2.00
  per share, $36,222 in cash financing
  Costs (note 7(c)(ii))                           2,054,000       2,054         -           4,069,724             -               -
Exercise of warrants in March for cash              140,600         141         -             188,263             -               -
Sale of common stock in April $2.00 per
  share                                              34,000          34         -              67,966             -               -
Sale of common stock in April, $2.125 per
  share, net of $175,694 in cash
  financing costs (note 7(c)(iv))                   645,000         645         -           1,194,286             -               -
Conversion of promissory notes payable
  in May (note 7(a)(ii))                            508,333         508         -           1,016,158             -               -
Net loss                                                  -           -         -                   -             -      (6,965,445)
                                                 ----------     -------       ---         -----------   -----------    ------------

Balance, June 30, 2000, carried forward          10,192,662      10,478         -          13,765,041      (387,563)     (7,914,941)

<CAPTION>
                                                         Total
                                                 stockholders'
                                                        equity
                                                 -------------
<S>                                              <C>
Balance, June 30, 1999                            $   839,384

Exercise of warrants in July, 1999                     58,266
Shares issued in exchange for service                   6,508
Fair value of options issued to employees
  and consultants                                           -
Conversion of notes payable in January,
  net of $5,803 in cash financing costs
  (note 7(a)i))                                       495,097
Fully paid warrants issued as financing
  compensation cost (note (7(a)(ii))                        -
Beneficial conversion feature of notes
  payable issued in February
  (note 7(a)(ii))                                   1,000,000
Amortization of deferred stock
  compensation                                      2,206,246
Sale of units in March and April, $2.00
  per share, net of $38,820 in cash
  financing costs                                   1,293,180
Sale of common stock in March, $2.00
  per share, $36,222 in cash financing
  Costs (note 7(c)(ii))                             4,071,778
Exercise of warrants in March for cash                188,404
Sale of common stock in April $2.00 per
  share                                                68,000
Sale of common stock in April, $2.125 per
  share, net of $175,694 in cash
  financing costs (note 7(c)(iv))                   1,194,931
Conversion of promissory notes payable
  in May (note 7(a)(ii))                            1,016,666
Net loss                                           (6,965,445)
                                                  -----------

Balance, June 30, 2000, carried forward             5,473,015
</TABLE>

                                      42
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

          Consolidated Statements of Stockholders' Equity (Continued)
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                              Common shares                  Common      Additional
                                                         ---------------------------    stock to be         paid-in
                                                                Shares        Amount         issued         capital
                                                         -------------   -----------   ------------   -------------
<S>                                                       <C>             <C>           <C>            <C>
Balance, June 30, 2000, brought forward                    10,192,662         10,478              -      13,765,041
Issuance of common stock for acquisition of
 licence                                                      100,000            100              -         174,900
Sale of common stock under subscription
 (note 7(c)(v))                                                50,000             50              -         261,750
Settlement of subscription (note 7(c)(v))                     (50,000)           (50)             -        (261,750)
Issuance of common stock for acquisition in
 September 2000 (note 3(a))                                   100,000            100                        199,900
Issuance of contingent shares (note 3(a))                     100,000            100              -         199,900
Sale of common stock in November 2000, $1.50
 per share, net costs of $214,193 in cash
 financing costs and $58,344 in warrants                    1,350,000          1,350               -      1,751,113
Issuance of warrants as financing costs                             -              -               -         58,344
Issuance of common stock for acquisition in
 November 2000, net costs of $73,416 in cash
 financing costs (note 3(b))                                1,000,000          1,000               -      1,249,000
Contingent stock to be issued (note 3(b))                           -              -         625,000              -
Cancellation of contingent common stock                       (50,000)           (50)              -        (99,950)
 (note 3(a))
Sale of common stock in January 2001, $0.60 per
 share, net of $233,616 in cash financing costs             2,900,000          2,900               -      1,503,484
 (note 7(c)(vi))
Exercise of stock options                                      44,000             44               -         43,956
Fair value of options issued to employees                           -              -               -         32,586
Fair value of options issued to non-employees                       -              -               -          9,471
Amortization of deferred stock compensation                         -              -               -              -
Adjustment to deferred compensation due to
 cancellations                                                      -              -               -       (261,906)
Net loss                                                            -              -               -              -
                                                         -------------   -----------   ------------   -------------
Balance, June 30, 2001                                      15,736,662    $   16,022    $   625,000    $ 18,625,839
                                                         =============   ===========   ============   =============

<CAPTION>
                                                         Deferred                                       Total
                                                            stock                               stockholders'
                                                     compensation                  Deficit             equity
                                                   --------------            --------------     -------------
<S>                                                 <C>                      <C>                 <C>
Balance, June 30, 2000, brought forward                  (387,563)              (7,914,941)         5,473,015
Issuance of common stock for acquisition of
 licence                                                        -                                     175,000
Sale of common stock under subscription
 (note 7(c)(v))                                                 -                        -            261,800
Settlement of subscription (note 7(c)(v))                       -                        -           (261,800)
Issuance of common stock for acquisition in
 September 2000 (note 3(a))                                     -                        -            200,000
Issuance of contingent shares (note 3(a))                (200,000)                       -                  -
Sale of common stock in November 2000, $1.50
 per share, net costs of $214,193 in cash
 financing costs and $58,344 in warrants                        -                        -          1,752,463
Issuance of warrants as financing costs                         -                        -             58,344
Issuance of common stock for acquisition in
 November 2000, net costs of $73,416 in cash
 financing costs (note 3(b))                                    -                        -          1,250,000
Contingent stock to be issued (note 3(b))                       -                        -            625,000
Cancellation of contingent common stock
 (note 3(a))                                               79,167                        -            (20,833)
Sale of common stock in January 2001, $0.60 per
 share, net of $233,616 in cash financing costs
 (note 7(c)(vi))                                                -                        -          1,506,384
Exercise of stock options                                       -                        -             44,000
Fair value of options issued to employees                 (32,586)                       -                  -
Fair value of options issued to non-employees                   -                                       9,471
Amortization of deferred stock compensation               217,171                        -            217,171
Adjustment to deferred compensation due to
 cancellations                                            261,906                        -                  -
Net loss                                                        -               (9,624,369)        (9,624,369)
                                                   --------------           --------------      -------------
Balance, June 30, 2001                              $     (61,905)           $ (17,539,310)      $  1,665,646
                                                   ==============           ==============      =============

</TABLE>
         See accompanying notes to consolidated financial statements

                                      43
<PAGE>

                      PC SUPPORT.COM, INC. AND SUBSIDIARY

                     Consolidated Statements of Cash Flows
                     (Expressed in United States dollars)

                      Years ended June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                                             2001                         2000
                                                              --------------------          -------------------
<S>                                                             <C>                           <C>
Cash provided by (used in):

Cash flows from operating activities:
    Loss for the year                                             $    (9,624,369)              $   (6,965,445)
    Items not affecting cash:
        Depreciation and amortization and
         write-down of intangible assets                                2,895,546                      108,972
        Stock compensation expense                                        205,809                    2,206,246
        Deemed discount amortization on
         promissory note                                                        -                    1,000,000
        Intangible assets in exchange
         for services                                                      22,000                            -
        Loss on asset disposals, bad
         debts and debt extinguishments                                       900                       17,566
        Common stock issued in exchange
         for services                                                           -                        6,508
    Changes in operating assets and
     liabilities:
        Trade receivables                                                (128,719)                      (4,053)
        Other receivables                                                  12,876                      (71,152)
        Prepaid expenses and deposits                                     322,581                     (388,767)
        Accounts payable and accrued
         liabilities                                                       90,394                      588,784
        Deferred revenue                                                  253,373                            -
                                                              --------------------          -------------------
                                                                       (5,949,609)                  (3,501,341)

Cash flows from investing activities:
    Purchase of property and equipment                                   (354,453)                    (507,357)
    Increase in restricted cash                                          (220,000)                           -
    Business acquisitions (note 3), net of
     cash acquired and deposits on
     acquisition                                                       (1,394,138)                           -
    Purchase of intangible assets                                        (105,748)                      (6,577)
                                                             --------------------          -------------------
                                                                       (2,074,339)                    (513,934)

Cash flows from financing activities:
    Cash costs of conversion of debt to equity                                  -                       (5,803)
    Proceeds from promissory notes                                              -                    1,500,000
    Proceeds from exercise of stock options                                44,000                            -
    Proceeds from exercise of share
     purchase warrants                                                          -                      246,670
    Net proceeds from sale of common stock                              3,317,191                    6,627,889
                                                             --------------------          -------------------
                                                                        3,361,191                    8,368,756
                                                             --------------------          -------------------

Net increase (decrease) in cash and cash
 equivalents                                                           (4,662,757)                   4,353,481
Cash and cash equivalents, beginning of year                            5,149,290                      795,809
                                                             --------------------          -------------------
Cash and cash equivalents, end of year                        $           486,533               $    5,149,290
                                                             =================================================

</TABLE>

                                      44
<PAGE>

                      PC SUPPORT.COM, INC. AND SUBSIDIARY

               Consolidated Statements of Cash Flows (Continued)
                     (Expressed in United States dollars)

                      Years ended June 30, 2001 and 2000

<TABLE>
<CAPTION>
                                                                              2001                  2000
                                                                 -----------------     -----------------
<S>                                                              <C>                   <C>
Supplementary disclosure:
    Cash paid for interest                                                   6,529                 7,200
    Cash paid for taxes                                                          -                     -
    Non-cash activities:
         Deferred stock compensation
          issued                                                           232,586             2,394,900
         Cancellation of deferred stock
          compensation                                                     341,073                     -
         Notes payable converted into
          common stock and warrants
         Discount on promissory note                                             -             1,516,666
          payable                                                                -             1,000,000
         Common stock issued to settle
          accrued liability                                                      -                 6,508
         Common stock issued for
          acquisition of license                                           175,000                     -
         Common stock issued for
          acquisitions (note 3)                                          1,450,000                     -
         Common stock to be issued
          (note 3(b))                                                      625,000                     -
                                                                 =================     =================

</TABLE>
See accompanying notes to consolidated financial statements.

                                      45
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

                  Notes to Consolidated Financial Statements
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

--------------------------------------------------------------------------------
1.   Nature of development stage activities:

     Mex Trans Seafood Consulting, Inc. was incorporated in Texas on February
     13, 1989 and was a holding company prior to its merger with Reconnaissance
     Technologies Inc. ("Reconnaissance"). In anticipation of this merger, a
     shell company was incorporated in Nevada in April, 1999 and Mex Trans
     Seafood Consulting, Inc. was merged into it, with PCSupport.com, Inc.
     ("PCS") as the surviving company. PCS had no substantive operations at that
     time. In June 1999, PCS merged with Reconnaissance, with PCSupport.com,
     Inc. (the "Company") being the surviving corporation (note 2(a)). The
     Company currently operates in one business segment and is in the business
     of providing support services for the personal computer market. The
     Company's services primarily include providing an aggregation of web-based
     computer support services and access to technical support staff for
     corporations and their employees. The Company was a development stage
     enterprise during the year ended June 30, 2000. During fiscal 2001, the
     Company was no longer considered to be a development stage enterprise since
     planned principal operations commenced and significant revenues were being
     earned.



     These consolidated financial statements have been prepared on a going
     concern basis in accordance with United States generally accepted
     accounting principles. The going concern basis of presentation assumes the
     Company will continue in operation for the foreseeable future and will be
     able to realize its assets and discharge its liabilities and commitments in
     the normal course of business. Certain conditions, discussed below,
     currently exist which raise substantial doubt upon the validity of this
     assumption. The financial statements do not include any adjustments that
     might result from the outcome of this uncertainty.

     The Company's future operations are dependent upon the Company achieving
     profitable operations to generate sufficient cash flows to fund continuing
     operations, or, in absence of adequate cash flows from operations,
     obtaining additional financing. Profitable operations are dependent upon
     further market acceptance of its services and the Company's ability to
     secure future cost effective third party license and service supply
     agreements. There can be no assurance that the Company's services will be
     able to secure further market acceptance or that cost effective license and
     service supply agreements will exist or continue to exist. Operations have
     primarily been financed through the issuance of common stock and debt. The
     Company has incurred losses and negative cash flows from operating
     activities in each reporting period and at June 30, 2001 has an accumulated
     deficit of $17,539,310. The Company does not have sufficient working
     capital to sustain current operations beyond October 2001. The Company has
     contracted with third parties to assist them in securing funds through
     additional debt or equity financings and such financings may not be
     available or may not be available on reasonable terms. Management has
     undertaken to significantly reduce costs through a series of actions
     including, but not limited to, lowering the number of its employees,
     reducing operating costs and considering other financing alternatives for
     its operations (note 12(c)). Management expects that it will have to raise
     approximately $300,000 - $500,000 by the end of October 2001 and possibly
     additional financing amounts prior to June 30, 2002 if the Company is
     unable to meet its revenue growth targets to sustain current operating
     levels. If such financing is not available, the Company will have to
     further curtail or terminate operations.

                                      46
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 2
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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


2.   Significant accounting policies:

     (a)  Basis of consolidation:

          These consolidated financial statements have been prepared using
          generally accepted accounting principles in the United States. The
          financial statements include the accounts of the Company's wholly-
          owned subsidiary, Reconnaissance International Ltd. All significant
          intercompany balances and transactions have been eliminated in the
          consolidated financial statements.

     (b)  Use of estimates:

          The preparation of consolidated financial statements in accordance
          with generally accepted accounting principles requires management to
          make estimates and assumptions that affect the reported amounts of
          assets and liabilities and the disclosure of contingent assets and
          liabilities at the date of the consolidated financial statements and
          reported revenues and expenses for the reporting periods. Actual
          results may significantly differ from these estimates.

     (c)  Contract revenue recognition:

          Revenue from customer support service contracts is recognized over the
          term of the customer support agreement. The Company also provides web-
          based computer solutions to customers, including developing customized
          branded web-based support portals or other products. Revenue from
          these services are recognized when the product is delivered and no
          significant performance obligations remain. For longer-term contracts
          with significant customization, the Company recognizes revenue based
          on the percentage-of-completion method of accounting. Anticipated
          losses on percentage-of-completion contracts are charged to earnings
          as soon as such losses can be estimated. Changes in estimated profits
          on contracts are recognized during the period in which the change in
          estimate is known in accordance with the methodologies described
          above.

                                      47
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 3
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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


2.   Significant accounting policies (continued):

     (c)  Contract revenue recognition (continued):

          For multiple element sales arrangements, revenue is recognized for
          each element when there are no remaining performance obligations
          required based on their relative fair value at the inception of the
          sales arrangement. Elements included in the multiple element
          arrangements could consist of software, minor modifications, contract
          support, hosting and warranties. Fair value of the undelivered
          elements is determined based on objective evidence from other
          arrangements. Vendor specific objective evidence of fair value is
          required for arrangements involving software sales and is typically
          based on the price charged when an element is sold separately, or, in
          the case of elements not yet sold separately, the price established by
          authorized management, if it is probable that the price, once
          established, will not change before market introduction. When fair
          value cannot be determined, revenue is deferred to be recognized as
          earned for the entire arrangement over the contractual term of the
          undelivered elements.

          The Company defers direct and incremental costs related to the
          undelivered services and recognizes them proportionately as the
          deferred revenue is recognized. Deferred costs are included in prepaid
          expenses and deposits on the consolidated balance sheet.

          Revenue that has been paid but does not yet qualify for recognition
          under the Company's policies are reflected as deferred revenue.

     (d)  Foreign currency:

          The functional currency of the Company and its subsidiary is the
          United States dollar. Transactions in foreign currencies are
          translated into United States dollars at the rates in effect on the
          transaction date. Exchange gains or losses arising on translation or
          settlement of foreign currency denominated monetary items are included
          in the consolidated statement of operations. Foreign exchange losses
          (gains) included in general and administrative expenses was $195,584
          (2000- $68,054).

     (e)  Cash and cash equivalents:

          The Company considers all short-term investments with a maturity date
          at purchase of three months or less to be cash equivalents.

                                      48
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 4
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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


2.   Significant accounting policies (continued):

     (f)  Restricted cash:

          Restricted cash at June 30, 2001 is $220,000 (2000- nil) which
          secures letters of credit issued in favour of a lessor and other
          service providers.

     (g)  Prepaid expenses and deposits:

          Prepaid expenses and deposits primarily includes prepaid insurance,
          deposits relating to its office operating leases and deferred costs
          related to undelivered revenue arrangements.

     (h)  Property and equipment:

          Property and equipment are recorded at cost and are depreciated using
          the straight-line method over their estimated useful lives as follows:

          Asset                                                             Rate
          -----                                                             ----

          Computer equipment and software                                2 years
          Furniture and fixtures                                         7 years
          Office equipment                                               7 years
          Leasehold improvements                             Over the lease term

          The costs of maintenance and repairs are charged to expenses as
          incurred. The Company reviews property and equipment for impairment
          whenever events or changes in circumstances indicate the carrying
          value may not be recoverable. If the sum of future cash flows expected
          to result from the use of the asset and its eventual disposition is
          less than the carrying amount, an impairment loss is recognized for
          the excess of the carrying amount of the asset over the fair value of
          the asset.

     (i)  Intangible assets:

          Intangible assets are carried at cost less accumulated amortization
          which is calculated on a straight-line basis over the estimated useful
          lives of the assets which management estimates to be three years.

          The Company evaluates on an ongoing basis the carrying value of
          intangible assets for potential impairment. In order to determine if
          such a permanent impairment exists, the carrying value of these
          intangible assets is compared to the financial condition and the
          estimated undiscounted cash flow of the related operations. A
          permanent impairment to these intangible assets is written-off against
          earnings in the year such impairment becomes evident and represents
          the excess of the carrying value over the estimated fair value of the
          intangible assets (note 6).

                                      49
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 5
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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


2.   Significant accounting policies (continued):

     (j)  Income taxes:

          The Company follows the asset and liability method of accounting for
          income taxes. Under this method, current taxes are recognized for the
          estimated income taxes payable for the current period. Deferred income
          taxes are provided based on the estimated future tax effects of
          temporary differences between financial statement carrying amounts of
          assets and liabilities and their respective tax bases as well as the
          benefit of losses available to be carried forward to future years for
          tax purposes.

          Deferred tax assets and liabilities are measured using enacted tax
          rates that are expected to apply to taxable income in the years in
          which those temporary differences are expected to be recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is recognized in operations in the period that includes
          the enactment date. A valuation allowance is recorded for deferred tax
          assets when it is not more likely than not that such deferred tax
          assets will be realized.

     (k)  Research and development:

          Research and development costs are expensed when incurred. The Company
          accounts for the costs of developing and maintaining its website in
          accordance with EITF 00-02 and SOP 98-1. Costs incurred during the
          preliminary project stage are expensed as incurred. Costs incurred
          during the application development stage are capitalized and costs
          incurred during the operating stage are expensed, unless they
          represent upgrades or enhancements that result in additional
          functionality. Costs capitalized are reviewed for impairment in a
          manner consistent with that described in note 2(h).

     (l)  Net loss per share:

          Basic earnings per share is computed using the weighted average number
          of common stock outstanding during the periods. Diluted loss per share
          is computed using the weighted average number of common and
          potentially dilutive common stock issuances outstanding during the
          period. As the Company has a net loss in each of the periods
          presented, basic and diluted net loss per share is the same.

          Excluded from the computation of diluted loss per share for the year
          ended June 30, 2001 are warrants to purchase 3,332,838 (2000-
          2,965,838) shares of common stock and options to purchase 2,512,238
          (2000- 1,311,869) shares of common stock because their effects would
          be anti-dilutive.

                                      50
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 6
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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


2.   Significant accounting policies (continued):

     (m)  Stock-based compensation:

          The Company accounts for its employee stock-based compensation
          arrangement in accordance with provisions of Accounting Principles
          Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
          and related interpretations. As such, compensation expense under fixed
          plans would be recorded on the date of grant only if the market value
          of the underlying stock at the date of grant exceeded the exercise
          price. The Company recognizes compensation expense for stock options,
          common stock and other equity instruments issued to non-employees for
          services received based upon the fair value of the services or equity
          instruments issued, whichever is more reliably determined. This
          information is presented in note 7(b)(ii).

          SFAS No. 123, Accounting for Stock Based Compensation, requires
          entities that continue to apply the provisions of APB Opinion No. 25
          for transactions with employees to provide pro forma net income and
          pro forma earnings per share disclosures for employee stock option
          grants made in 1995 and future years as if the fair-value-based method
          defined in SFAS No. 123 had been applied to these transactions. This
          information is presented in note 7(b)(i).

     (n)  Comparative figures:

          Certain comparative figures have been reclassified to conform to the
          basis of presentation adopted for the current period.

3.   Acquisitions:

     (a)  Tavisco Ltd.:

          On September 15, 2000, the Company acquired substantially all of the
          assets of Tavisco Ltd. ("Tavisco"), a producer of anti-virus services
          and products. The purchase price for Tavisco's assets consisted of
          100,000 shares of common stock valued at $200,000, a cash payment of
          $50,000 and other related acquisition costs of $24,000. The common
          shares issued have been recorded at their market value at June 12,
          2000, the date when the terms of the acquisition were publicly
          announced. The total purchase price of $274,000 is allocated to the
          assets acquired based upon their relative fair values as follows:

          Software                                              $252,000
          Licenses, patents and other intangibles                 22,000
                                                                --------
                                                                $274,000
                                                                ========

          Consideration:
               Cash and acquisition costs                       $ 74,000
               Common stock                                      200,000
                                                                --------
                                                                $274,000
                                                                ========

                                      51
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 7
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

3.  Acquisitions (continued):

    (a)  Tavisco Ltd. (continued):

         Under the terms of the acquisition, an additional 100,000 common shares
         were issued to Tavisco, which were subject to cancellation under
         circumstances related to continued employment of former Tavisco
         employees with the Company. The issuance of these shares has been
         recorded as deferred stock compensation and amortized to compensation
         expense over the vesting period of the common shares. On December 1,
         2000, the Company cancelled 50,000 of the 100,000 contingent common
         shares upon termination of employment of the former Tavisco employees,
         and removed all subject to cancellation conditions on the remaining
         50,000 common shares. Compensation expense related to the fully vested
         50,000 common shares was fully recognized upon their release from
         treasury.

    (b)  MyHelpDesk, Inc.:

         On November 27, 2000, the Company acquired all of the assets and
         assumed certain of the liabilities of MyHelpDesk, Inc. ("MyHelpDesk"),
         a provider of online, computer self-help directories. The purchase
         price for MyHelpDesk's net assets consisted of 1,000,000 shares of
         common stock of the Company valued at $1,250,000, cash advances of
         $1,356,376, other related acquisition costs of $73,416 and 500,000
         issuable common shares with a fair value of $625,000. With respect to
         the 500,000 issuable common shares, the Company is required within
         twelve months following the initial issuance of 1,000,000 common shares
         to issue an additional 387,500 shares of common stock to MyHelpDesk and
         112,500 shares of common stock to eight former employees of MyHelpDesk.
         The issuance of these 500,000 shares is subject to reduction in the
         event of the Company assuming additional liabilities upon certain
         breaches of the representations and warranties of MyHelpDesk.

         The total purchase price of $3,304,792, including the issuable common
         stock, is allocated to the assets acquired and liabilities assumed
         based upon their relative fair values as follows:

        <TABLE>

         <S>                                                        <C>
         Cash                                                       $   84,654
         Trade and other receivables                                    32,857
         Prepaid expenses and deposits                                  25,728
         Property and equipment                                         49,954
         Self-help directories, trademarks and other intangibles     3,261,559
         Accounts payable and accrued liabilities                     (149,960)
                                                                    ----------
                                                                    $3,304,792
                                                                    ==========
         </TABLE>

                                      52
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 8
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000
--------------------------------------------------------------------------------

3.  Acquisitions (continued):

    (b)  MyHelpDesk, Inc. (continued):

         Consideration:
            Cash advances and acquisition costs        $1,429,792
            Common stock                                1,250,000
            Common stock to be issued                     625,000
                                                       ----------
                                                       $3,304,792
                                                       ==========

    (c)  Unaudited pro forma information:

         The following table reflects unaudited pro-forma information, which
         combines the operations of Tavisco, MyHelpDesk and the Company for the
         years ended June 30, 2001 and 2000, as if the acquisitions had taken
         place at the beginning of these years. Appropriate adjustments have
         been made to reflect the accounting basis used in recording these
         acquisitions. This pro-forma information does not purport to be
         indicative of the results of operations that would have resulted had
         the acquisition been in effect for the periods presented, and is not
         intended to be a projection of future results or trends.

         <TABLE>
         <CAPTION>
                                                       Year ended        Year ended
                                                         June 30,          June 30,
                                                             2001              2000
                                                      -----------------------------
       <S>                                           <C>          <C>
         Revenue                                      $ 1,386,420      $     29,482
         Loss for the year                            (12,209,318)      (12,706,380)
         Loss per common share, basic and diluted           (0.90)            (1.57)
        </TABLE>


4.  Trade accounts receivable:

     <TABLE>
     <CAPTION>
                                                                 June 30,
                                                      -----------------------------
                                                           2001            2000
                                                     ------------------------------
    <S>                                              <C>               <C>
    Trade accounts receivable, gross                  $207,370               $4,053
    Allowance for doubtful accounts                    (41,741)                   -
                                                      --------               ------
    Accounts receivable, net                          $165,629               $4,053
                                                      ========               ======

    </TABLE>

                                      53
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 9
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

5.   Property and equipment:
     Property and equipment consists of the following:

     <TABLE>
     <CAPTION>
                                                                             June 30,
                                                           -----------------------------------------
                                                                       2001                    2000
                                                           -----------------       -----------------
     <S>                                                   <C>                     <C>
     Computer equipment and software                        $       836,994         $        335,546
     Furniture and fixtures                                         115,059                   51,608
     Office equipment                                                96,858                   64,184
     Leasehold improvements                                         130,609                   71,776
                                                           ----------------        -----------------
                                                                  1,179,520                  523,114
     Accumulated depreciation                                      (449,057)                (111,297)
                                                           ----------------        -----------------
                                                            $       730,463         $        411,817
                                                           ================        =================
     </TABLE>

6.   Intangible assets:

     Intangible assets includes the cost of acquired self-help directories,
     customer lists, acquired work-force, World Wide Web domain names and
     trademarks and are amortized straight-line over a three year period.

     Intangible assets consists of the following:


     <TABLE>
     <CAPTION>
                                                                    June 30,                 June 30,
                                                                       2001                     2000
                                                           -----------------       ------------------
    <S>                                                     <C>                      <C>
    MyHelpDesk self-help directories, trademarks,
      acquired workforce, customer lists and Internet
      domain names (a)                                        $    3,261,559           $            -
    License for specific online support technology                   275,000                        -
    Other                                                             11,261                   10,094
                                                           -----------------       ------------------
                                                                   3,547,820                   10,094
    Accumulated amortization, including write-down (a)           (2,557,146)                   (3,042)
                                                           -----------------       ------------------
                                                              $      990,674           $        7,052
                                                           =================       ==================
     </TABLE>

                                      54
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 10
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

6.   Intangible assets (continued):

     (a)   On March 31, 2001, the Company determined that a write-down of
           intangible assets, relating to MyHelpDesk self-help directories,
           workforce and customer lists, acquired as part of the MyHelpDesk,
           Inc. acquisition (note 3(b)) was required primarily due to
           management's decision to close the MyHelpDesk office and to terminate
           substantially all acquired employees and incorporate the acquired
           self-help directories into products related to a revised marketing
           strategy. The carrying value of the intangible assets acquired
           exceeded the estimated future undiscounted cash flows, requiring a
           write-down of intangible assets by $2,000,000 to their estimated fair
           value.

7.   Stockholders' equity:

     (a)   Convertible debt:

           (i)    Promissory notes:

                  In November, 1999, the Company issued promissory notes to an
                  investor totaling $500,000 with interest payable monthly, not
                  in advance, at a rate of 10% per annum. On January 11, 2000,
                  the Company agreed to convert the notes into 350,000 common
                  shares and warrants to purchase 240,000 common shares at a
                  price of $1.40 per share expiring January 2002. The loss on
                  extinguishment of the debt was approximately $900.

           (ii)   On February 29, 2000, the Company issued promissory notes
                  ("Convertible Promissory Notes") to private investors totaling
                  $1,000,000, convertible into common stock of the Company at a
                  conversion rate of $2.00 per common share. The notes bore
                  interest at an annual rate of 10% and payable monthly. The
                  notes carried a beneficial conversion feature valued at
                  $1,250,000, equal to the aggregate excess of the market value
                  of the Company's common shares at the date of agreement over
                  the conversion rate. The beneficial conversion feature
                  recorded was limited to the proceeds of the promissory note
                  offering of $1,000,000 and was amortized to interest expense
                  over the period to the earliest conversion date, which
                  resulted in full amortization of the $1,000,000 to interest
                  expense during the year.

                  The notes, including $16,666 in accrued interest, were
                  converted in May 2000 into 508,333 common shares.

                                       55
<PAGE>


                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 11
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

7.   Stockholders' equity (continued):

     (a)   Convertible debt (continued):

           (ii)   Under the terms of the financing agreement, the Company
                  granted 1,000,000 "A" warrants and 500,000 "B" warrants to its
                  agent for the $1,000,000 Convertible Promissory Notes
                  financing and for future general financing services. Each "A"
                  warrant entitles the holder to acquire one common share at an
                  exercise price of $1.25 per share to February 28, 2001 and
                  $1.75 thereafter to February 28, 2002. Each "B" warrant
                  entitles the holder to acquire one common share at an exercise
                  price of $2.00 per share to February 28, 2001 and $2.50
                  thereafter to February 28, 2002. The estimated fair value of
                  the warrants of $1,794,006 was recorded as deferred financing
                  costs and was amortized to interest expense over the period to
                  the earliest conversion date, which resulted in full
                  amortization of the $1,794,000 to interest expense during
                  fiscal year 2000.

     (b)   Stock options and stock-based compensation:

           (i)    Stock options:

                  On July 2, 1999, the Company adopted a fixed stock option plan
                  that provides for the issuance of incentive and non-qualified
                  stock options to officers, directors, employees, and
                  consultants to acquire shares of the Company's common stock.

                  On December 11, 2000, the Company approved an amended stock
                  option plan whereby all options granted to a starting employee
                  in any fiscal quarter will have an exercise price equal to the
                  average closing price for every trade day in the previous
                  quarter. All options granted since January 1, 2000 were
                  retroactively repriced in accordance with the amended terms
                  unless the new exercise price exceeded the original exercise
                  price. For accounting purposes, all resulting repriced options
                  were considered to be variable plan options requiring variable
                  accounting from the date of modification to the date the
                  awards are exercised, forfeited or expire to the extent that
                  the market price at the reporting date exceeds the new
                  exercise price. No incremental compensation expense has been
                  recognized for variable options in fiscal year 2001.

                                       56
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 12
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

7.  Stockholders' equity (continued):
    (b) Stock options and stock-based compensation (continued):
        (i) Stock options (continued):
            Stock option activity since the inception of the plans is presented
              below:

<TABLE>
<CAPTION>
                                                                                                             Weighted
                                                                                           Number             average
                                                                                        of shares      exercise price
                                                                                 ----------------      --------------
                  <S>                                                            <C>                   <C>
                  Outstanding, July 1, 1999                                                    -       $           -
                  Granted                                                              1,311,869                2.32
                  Exercised                                                                    -                   -
                  Cancelled                                                                    -                   -
                                                                                 ----------------      --------------

                  Outstanding, June 30, 2000                                           1,311,869                2.32
                  Granted                                                              2,302,617                0.90
                  Exercised                                                              (44,000)              (1.00)
                  Cancelled                                                           (1,058,248)              (1.33)
                                                                                 ----------------      --------------
                  Outstanding,  June 30, 2001                                          2,512,238       $        1.32
                                                                                 ================      =============

</TABLE>
     The following table summarizes the stock options outstanding at June 30,
 2001:
 <TABLE>
<CAPTION>
                                                           Options outstanding                Options exercisable
                                                    --------------------------------    -----------------------------

                                                         Weighted
                                                          average           Weighted                         Weighted
                  Range of                              remaining            average                          average
                  exercise               Number       contractual           exercise           Number        exercise
                  price               of shares              life              price      exercisable           price
               ----------------    ------------     -------------       ------------    -------------    ------------
               <S>                 <C>              <C>                 <C>             <C>              <C>
               $0.37 to $1.00         1,426,346        4.34 years              $0.73          619,018           $0.75
               $1.50 to $2.00           782,725        3.91 years               1.70          543,076            1.73
               $2.05 to $2.93            90,667        3.94 years               2.28           39,667            2.39
               $3.02 to $3.52           212,500        3.83 years               3.41          116,204            3.45
                                   ------------     -------------       ------------    -------------    ------------
                                      2,512,238        4.15 years              $1.32        1,317,965           $1.44
                                   ============     =============       ============    =============    ============
</TABLE>
               As at June 30, 2001, 1,317,965 (2000 - 465,119) stock options
               have vested and are exercisable. The weighted average fair value
               of the options granted during the year ended June 30, 2001 was
               $0.64 per option (2000 - $1.72 per option).

                                      57
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 13
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

7. Stockholders' equity (continued):

   (b) Stock options and stock-based compensation (continued):

       (i) Stock options (continued):

           As explained in note 2(m), the Company adopted only the disclosure
           provisions of FAS No. 123 for options granted under the existing
           employee stock option plan. FAS No. 123 uses a fair value method of
           calculating the cost of stock option grants. Had compensation cost
           for the employee stock option plan been determined by this method,
           loss and basic loss per share would have been as follows:

<TABLE>
<CAPTION>
                                                                      June 30, 2001                   June 30, 2000
                                                                 ------------------              ------------------
           <S>                                                   <C>                              <C>
           Loss:
                As reported                                        $   (9,624,369)                     (6,965,445)
                Pro forma                                             (10,801,408)                     (7,295,259)

           Basic loss per share:
               As reported                                         $        (0.73)                  $       (1.01)
               Pro forma                                                    (0.82)                          (1.06)

</TABLE>
           The Company recognizes the calculated compensation cost at the date
           of granting the stock options on a straight-line basis over the
           vesting period.

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

<TABLE>
<CAPTION>
                                                                      June 30, 2001                   June 30, 2000
                                                                 ------------------              ------------------
           <S>                                                   <C>                              <C>

           Expected dividend yield                                $              -                 $              -
           Expected stock price volatility                                      133%                             70%
           Risk-free interest rate                                                6%                              6%
           Expected life of options                                        3.5 years                         4 years
</TABLE>

     (ii)  Stock-based compensation:
           In April 1999, the Company recorded non-cash compensation expense and
           deferred compensation expense of $779,120 related to the issuance of
           1,500,000 shares of common stock at no cost to certain officers and
           stockholders. The value of the shares was estimated at $0.52 per
           share. A certain portion of these shares are subject to vesting over
           a period of time. The compensatory element relating to these shares
           were recorded as deferred stock compensation to be amortized over
           their respective vesting periods. In June 1999, the Company
           repurchased 285,000 common shares at $0.001 per share and recorded
           the transaction as shares held in treasury as of June 30, 1999.
           Common shares held in treasury total 285,000 at June 30, 2001.

           Pursuant to an agreement dated July 31 1999, the Company has the
           option to re-purchase shares held by executive officers if their
           employment ceases with the Company prior to January 1, 2002 at a
           price of $0.01 per share.

                                      58
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 14
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

7. Stockholders' equity (continued):

   (c) Common shares and share purchase warrants:

       In July 1999 and March 2000, warrants to purchase 68,400 and 140,600
       common shares at a price of $0.85 and $1.34 per common share,
       respectively, were exercised.

       Share purchase warrants outstanding at June 30, 2001 and 2000 are as
       follows:

<TABLE>
<CAPTION>
                                                                     Shares issuable on exercise of
                                                                          outstanding warrants
                                                                ---------------------------------------

                                           Exercise price
          Expiry dates                          per share           June 30, 2001         June 30, 2000
                                    ---------------------       -----------------      ----------------
          <S>                       <C>                         <C>                    <C>

          March, 2001 (7(c)(iii))             $      2.00                       -               333,000
          January, 2002 (7(a)(i))             $      1.40                 240,000               240,000
          February, 2002 (7(a)(ii))           $1.25/$1.75               1,000,000             1,000,000
          February, 2002 (7(a)(ii))           $2.00/$2.50                 500,000               500,000
          March, 2002 (7(c)(ii))              $      2.00                 500,000               500,000
          June, 2002 (7(c)(iv))                   various                 250,000               250,000
          January, 2003 (7(c)(iv))            $      1.05                  10,000                10,000
          April, 2003 (7(c)(iv))              $      5.40                  50,000                50,000
          Various                             $      1.34                  82,838                82,838
          January, 2004                       $      1.00                 700,000                     -
                                                                -----------------      ----------------
                                                                        3,332,838             2,965,838
                                                                =================      ================
</TABLE>

          (i) Between January 26, 1999 and February 18, 1999, the Company issued
              warrants which are exercisable at $0.85 per share for a period
              expiring three months after the completion of an initial public
              offering by the Company of its common shares at a price per share
              of $0.85 prior to July 18, 1999 and $1.34 per share thereafter.

         (ii) In March 2000, the Company completed a private placement for
              2,054,000 common shares of the Company for proceeds of $4,071,778,
              being net of $36,222 of cash financing costs. The Company agreed
              to issue warrants to purchase 500,000 common shares of $2.00 per
              share for consulting and advisory services in connection with this
              transaction. The warrants will expire March 2002. The estimated
              fair value of these warrants at the date of grant was $1,736,000
              and has been recorded as a charge against additional paid-in
              capital.

                                      59
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 15
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

7. Stockholders' equity (continued):

   (c) Common shares and share purchase warrants, (continued):

       (iii) In March and April, 2000, the Company completed a private placement
             issuing 666,000 units to investors for proceeds of $1,293,180, net
             of $38,820 of cash financing costs. Each unit consists of one
             common share of the Company and one-half of one warrant, with two
             one-half warrants exercisable to purchase an additional one common
             share at an exercise price of $2.00 per share, with the warrants
             expiring in March 2001.

        (iv) In April 2000, the Company completed a private placement for
             645,000 common shares for proceeds of $1,194,931, net of $175,694
             of cash financing costs. The Company also issued warrants to
             purchase 310,000 common shares as compensation for arranging the
             financing. The exercise price of 250,000 of the warrants is
             dependent on the issuance price of an expected future private
             placement. The value of these warrants have initially been measured
             at their fair value using current market information and will be
             readjusted as this fair value changes until the date of the future
             private placement. The value assigned to these warrants is recorded
             in equity. Of the remaining warrants, 10,000 and 50,000 have
             exercise prices of $1.05 and $5.40, respectively. The estimated
             fair value of the warrants of $260,451 has been recorded as a
             charge against additional paid-in capital.

         (v) In July 2000, the Company issued 50,000 common shares to various
             subscribers in exchange for a note receivable totaling $261,800.
             The note receivable bore interest at 6.62% per annum and was
             repayable on July 25, 2005. In March 2001, the parties agreed to
             rescind the subscription. The note receivable was settled by the
             return of common shares to the Company by agreement and cancelled
             by the Company.

        (vi) In January 2001, the Company completed a private placement for
             2,900,000 common shares for proceeds of $1,506,384, which is net of
             $233,616 of cash financing costs. The Company also issued 700,000
             warrants to the purchasers of the common shares with an exercise
             price of $1.00 and expiring in January 2004.

8. Commitments and contingencies:

   (a) Operating leases

       The Company leases office facilities in British Columbia, Canada, under
       operating lease agreements that expire in November, 2002 and August,
       2005. Minimum lease payments under these operating leases and other
       license software and lease equipment are as follows:
<TABLE>
<CAPTION>
                    <S>                               <C>
                    2002                              $ 376,000
                    2003                                327,000
                    2004                                280,500
                    2005                                280,500
                    2006                                 47,000
                    Thereafter                                -
</TABLE>
       Rent expense totalled $423,945 and $79,413 for the years ended June 30,
       2001 and 2000, respectively.

                                      60
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 16
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

8. Commitments and contingencies (continued):

   (b) Financing agreement:

       The Company entered into a financing agreement with ICE Holdings North
       America, LLC in March 2000. Subject to the completion of direct and
       indirect financing milestones, the Company will be required to issue and
       register with the United States Securities and Exchange Commission
       1,000,000 warrants as consideration for their services. As at June 30,
       2000, 250,000 warrants were earned and issued (note 7(c)(iv)).

9. Deferred tax assets and liabilities:
<TABLE>
<CAPTION>

                                                                                     June 30,
                                                                      ----------------------------------------
                                                                          2001                       2000
                                                                      -------------              -------------
<S>                                                                   <C>                       <C>
   Deferred tax assets:
       Operating loss carry forwards and other                        $   4,809,356              $   1,724,200
       Property and equipment                                               214,229                     71,056
       Financing costs                                                      324,024                          -
       Allowance for doubtful accounts                                       14,192                          -
       Intangible assets                                                  1,166,046                          -
       Deferred revenue                                                      45,284                          -
       Accounts payable and accrued liabilities                                   -                      6,207
                                                                      -------------              -------------
       Total deferred tax assets before valuation
          Allowance                                                       6,573,131                  1,801,463

   Valuation  allowance                                                  (6,573,131)                (1,801,463)
                                                                      -------------              -------------
   Net deferred tax assets                                            $           -              $           -
                                                                      =============              =============
</TABLE>

   Management believes that it is not more likely than not that it will create
   sufficient taxable income sufficient to realize its deferred tax assets. It
   is reasonably possible these estimates could change due to future income and
   the timing and manner of the reversal of deferred tax liabilities. Due to its
   losses, the Company has no income tax expense.

   The Company has operating loss carry forwards for income tax purposes at June
   30, 2001 of approximately $10,446,692. Operating losses begin to expire in
   fiscal year 2006.

                                      61
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 17
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

10. Financial instruments:

    (a) Fair values:

        The Company regularly invests funds in excess of its immediate needs in
        money market accounts. The fair value of cash and cash equivalents,
        accounts receivable, accounts payable and accrued liabilities
        approximates their financial statement carrying amounts due to the
        short-term maturities of these instruments. The carrying amount of notes
        payable approximates fair value since they have a short-term to
        maturity.

    (b) Foreign currency risk:

        The Company operates internationally which gives rise to the risk that
        cash flows may be adversely impacted by exchange rate fluctuations. The
        Company does not enter into foreign currency hedge transactions.

    (c) Market risk:

        The Company generated revenues from customers in the following
        geographic locations:

<TABLE>
<CAPTION>
                                              2001            2000
                                           ---------        --------
        <S>                                <C>              <C>
        Canada                             $ 319,282        $ 24,470

        United States                        969,227           5,012

        Other                                 53,274             Nil

</TABLE>

        Two customers under contract at June 30, 2001, both based in the United
        States, account for approximately 70% of the monthly recurring revenues.
        The Company's level of reliance on these two customers will continue
        until further potential customers are engaged. Approximately 58% (2000 -
        83%) of the Company's revenues were from two (2000 - one customer)
        customers for the year ended June 30, 2001. All of the Company's capital
        assets are located in Canada.

    (d) Credit risk:

        To reduce credit risk, management performs ongoing credit evaluations of
        its customers' financial condition. The Company maintains reserves for
        potential credit losses.

                                      62
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 18
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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


11. Canadian accounting principles:

    The consolidated financial statements have been prepared in accordance with
    generally accepted accounting principles ("GAAP") in the United States.
    These principles differ in the following respects from measurement
    accounting principles in Canada as summarized below:

    (a) Net loss:

<TABLE>
<CAPTION>
                                                                           Year ended              Year ended
                                                                             June 30,                June 30,
                                                                                 2001                    2000
                                                                     ----------------         ---------------
    <S>                                                              <C>                      <C>
    Loss for the period in accordance
       with United States GAAP                                        $  (9,624,369)           $  (6,965,445)

    Effects of differences in accounting for:
       Compensation expense (i)                                              77,733                  255,685
       Convertible promissory notes (ii)                                          -                  994,000
                                                                      -------------            -------------
    Loss for the period in accordance
       with Canadian GAAP                                             $  (9,546,636)           $  (5,715,760)
                                                                      =============            =============
    Net loss per common share under
       Canadian GAAP, basic and
       diluted                                                        $       (0.73)           $       (0.83)
                                                                      =============            =============
    Weighted average common shares
       outstanding under Canadian
       GAAP, basic and diluted                                           13,151,878                6,884,464
                                                                      =============            =============
</TABLE>
        (i) Compensation expense:

            For United States GAAP purposes, the Company accounts for its
            employee stock option based compensation arrangements in accordance
            with the provisions of Accounting Principles Board ("APB") Opinion
            No. 25, Accounting for Stock Issued to Employees and related
            interpretations. As such, compensation expense under fixed plans is
            recorded on the date only if the underlying stock at the date of
            grant exceeded the exercise price. For variable awards, the
            compensation expensed is estimated based upon the market price of
            the Company's common stock at the reporting date until the date the
            award is exercised, forfeited or expires unexercised. The Company
            recognizes compensation expense for stock options, warrants and
            other equity instruments issued to non-employees for services
            received based upon the fair value of the services received or the
            equity instruments issued, whichever is more reliably determined. As
            no similar pronouncements exist under Canadian GAAP, for Canadian
            GAAP purposes the Company accounts for the issuance of options,
            whether made under a fixed or variable plan, to employees and non-
            employees, other than those having a nominal exercise price, as a
            non-compensatory event and no recognition is made at the date of
            grant. Proceeds received on exercise of options is recognized by an
            increase in common stock and additional paid-in capital on exercise.

                                      63
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 19
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

11. Canadian accounting principles (continued):

     (a) Net loss (continued):

              As a result, compensation expense recorded under United States
              GAAP for the year ended June 30, 2001 of $77,733 (2000 - $255,685)
              would not be recognized under Canadian GAAP.

         (ii) Convertible promissory notes:

              Under United States GAAP, the beneficial conversion feature, equal
              to the aggregate excess of the market value of the Company's
              common shares at the date of agreement over the conversion rate,
              is recorded as a discount and amortized to interest expense over
              the period to the first available conversion date. Under Canadian
              GAAP, the Company allocated the face value of the debt to the
              estimated value of the debt component and assigned the residual
              value to its equity component. The value of the debt is then
              accreted to the face value of the debt over the term to maturity.

     (b) Balance sheet:

         The amounts in the consolidated balance sheet that differ from those
         reported under United States GAAP are as follows:
<TABLE>
<CAPTION>

                                                          June 30,                                            June 30,
                                                           2001                                                2000
                                         ---------------------------------------           -----------------------------------------

                                                  United                                            United
                                                  States                Canadian                    States                  Canadian
                                                    GAAP                    GAAP                      GAAP                      GAAP
                                         ---------------         ---------------           ---------------           ---------------
 <S>                                     <C>                     <C>                       <C>                       <C>

         Stockholders' equity:
            Common stock                    $     16,022           $     16,022               $    10,478               $    10,478
            Common stock to be issued            625,000                625,000                         -                         -
            Additional paid-in capital        18,625,839             17,250,862                13,765,041                12,170,141
            Deferred stock compensation          (61,905)               (14,346)                 (387,563)                  (42,348)
            Deficit                          (17,539,310)           (16,211,892)               (7,914,941)               (6,665,256)
                                            ------------           ------------               -----------               -----------
                                            $  1,665,646           $  1,665,646               $ 5,473,015               $ 5,473,015
                                            ============           ============               ===========               ===========
</TABLE>

                                      64
<PAGE>

                      PCSUPPORT.COM, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, page 20
                     (Expressed in United States dollars)

                            June 30, 2001 and 2000

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

12. Subsequent events:

    (a) Subsequent to June 30, 2001, the Company granted 10,000 options to
        acquire common shares at $0.45 per share.

    (b) Pursuant to a June 2001 private placement offering, the Company sold 50
        units in July and August 2001 at a cost of Cdn. $5,000 per unit. Each
        unit consists of one $5,000 principal amount 12% convertible
        subordinated debenture and 3,500 common share purchase warrants. Each
        whole warrant entitles the holder to purchase one common share of the
        Company for a period of twelve months from the date of closing at a
        price of U.S. $0.75 per share. The debentures mature in June 22, 2003,
        are unsecured and rank pari passu with other Canadian debentures and
        other unsecured subordinated indebtedness and liabilities of the
        Company. The principal amount of the debenture is convertible at the
        option of the holder at any time prior to maturity into common shares at
        a price of $0.71428571 for each common share. The debentures may be
        converted prior to maturity on the same basis at the option of the
        Company, if over a period of 20 consecutive trading days during which at
        least 500,000 common shares of the Company have traded in aggregate and
        the average closing price of the Company's common shares exceeded $1.00
        per share.

        The beneficial conversion feature, equal to the intrinsic value of the
        conversion option, and the estimated fair value of the common share
        purchase warrants will be recognized as a deduction from the carrying
        value of the convertible debt on the issuance date, and the convertible
        debt is presented at the net amount. The beneficial conversion feature
        is accreted and the discount related to the common share purchase
        warrant is amortized from the date of issuance to the maturity date on
        June 22, 2003 of the debentures.

        Simultaneously in June 2001, the Company prepared a Private Placement
        Memorandum and related documents to raise a maximum amount of $2,000,000
        in a private placement of units in the U.S. No funds were raised under
        this proposed financing.

    (c) In September 2001, management made a decision to restructure its
        operations, including reducing its workforce and focuses its efforts
        primarily on sales and customer services. To September 21, 2001, the
        Company has reduced its workforce by laying off approximately 30
        employees in an effort to reduce and lower continuing cash operating
        costs. Should these employees be ultimately terminated, the Company
        estimates that severance and related costs owing to these terminated
        employees will be approximately $30,000.

                                      65
<PAGE>

<TABLE>
<CAPTION>

                                 EXHIBIT INDEX

Exhibit Number Description
-------------- -----------
<S>            <C>
2.1            Plan of Reorganization and Merger dated as of May 5, 1999 between the
               Company and RTI.*

3.1            Articles of Incorporation of the Company dated as of April 5, 1999.*

3.2            Articles/Certificate of Merger of the Company dated as of April 5, 1999.*

3.3            Certificate of Correction of the Company dated as of June 2, 1999.*

3.4            Articles of Merger of the Company dated as of June 21, 1999.*

3.5            Bylaws of the Company.*

4.1            Specimen Stock Certificate****

4.2            Form of Warrant issued to former RTI warrant holders in connection with the
               Merger of the Company.*

4.3            Form of Warrant issued to Advanced in connection with the Merger of the
               Company.*

4.4            Warrant issued on January 11, 2000 to CGTF, LLC.**

4.5            Form of Warrants issued on January 11, 2000 to Irwin Olian and Stanley
               Elbaum.***

4.6            Form of Warrants issued to Purchasers in February, 2000 Unit Offering.***

4.7            Form of Convertible Notes issued on February 29, 2000.***

4.8            Form of "A" Warrant issued on March, 10, 2000 to Mike Lee & Associates.***

4.9            Form of "B" Warrant issued on March, 10, 2000 to Mike Lee & Associates.***

4.10           Form of Warrants issued to ICE Holdings North America, L.L.C. on June 23, 2000.******

4.11           Form of Convertible Debenture issued to investors in July 2001 Unit Offering.

4.12           Form of Warrants issued to Investors in July 2001 Unit Offering.
</TABLE>

                                      66
<PAGE>

<TABLE>

<S>            <C>
10.1           Contract for Services dated as of June 23, 1999 between the Company and
               The Dromond Technologies Group.*

10.2           Notice of Termination dated as of March 31, 2000 from the Company to The
               Dromond Technologies Group, Inc.***

10.3           Consulting Contract dated as of April 1, 1999 between RTI and Strategic
               Catalysts Inc.*

10.4           Termination Letter dated as of December 31, 1999 from the Company to SCI.**

10.5           Employment Agreement dated as of March 1, 2000 between the Company and
               Michael McLean.***

10.6           Employment Agreement effective January 1, 2000 between the Company and
               Steve Macbeth.**

10.7           Employment Agreement effective January 1, 2000 between the Company and
               David Rowat.**

10.8           Employment Agreement dated as of November 17, 1999 between the Company and
               Bruce McDonald.**

10.9           Employment Agreement dated as of April 6, 2000 between the Company and
               Denise Holleran-Boswell.****

10.10          Employment Agreement dated as of April 25, 2000 between the Company and
               Bruna Martinuzzi.****

10.11          Directors, Officers and Employee Stock Option Plan, as amended by the
               Company's Board of Directors on November 30, 1999.***

10.12          Standard Form of Stock Option Agreement, as amended by the Company's
               Board of Directors on November 30, 1999.***

10.13          Stock Pooling and Escrow Agreement dated as of July 31, 1999 among the
               Company, Advanced Financial Services Inc., Alan Ackerman, David
               Rowat, Clifford Rowlands, Michael McLean, Steve Macbeth, The
               Dromond Group Ltd., and Owen, Bird.*

10.14          Amendment dated as of March 7, 2000 to the Stock Pooling and Escrow
               Agreement among the Company, Advanced Financial Services Inc.,
               Alan Ackerman, David Rowat, Clifford Rowlands, Michael McLean,
               Steve Macbeth, The Dromond Group Ltd., and Owen, Bird.***

10.15          Offer to Sub-Lease dated as of April 22, 1999 among Electronic Arts
               (Canada), Inc., RTI, and Beutel Goodman Real Estate Group.*
</TABLE>

                                      67
<PAGE>

<TABLE>

<S>            <C>
10.16          Lease dated as of March, 26, 1992 between The Canada Life Assurance
               Company and Osiware Inc.*

10.17          Assignment Agreement dated as of July 29, 1997 among Infonet Software
               Solutions Inc., Electronic Arts (Canada), Inc., and 547495
               Ontario Limited.*

10.18          Service Supply Agreement dated as of June 8, 1998 between RTI and
               StorageTek Canada Inc.*

10.19          Service Contract dated as of April 1, 1999 between the Company and Unisys
               of Canada Inc.*

10.20          Letter of Intent dated as of October 6, 1999 between the Company and Go
               Figure Technology Inc.*

10.21          Consulting Contract dated as of August 6, 1999 between the Company and
               M.A. Levy & Assoc.*

10.22          Consulting Agreement dated as of September 1, 1999 between the Company
               and Irwin Olian.*

10.23          Engagement Letter dated as of October 6, 1999 between the Company and
               Sitrick and Company.**

10.24          Service Agreement dated as of January 7, 2000 between the Company and Go
               Figure Technology, Inc.**

10.25          Agreement to Convert Notes Into Stock and Warrants dated as of January
               11, 2000 between the Company and CGTF, LLC.**

10.26          Term Sheet dated as of February 24, 2000 between the Company and Mike Lee
               & Associates.***

10.27          Purchasing Schedule No. 2 dated as of March 13, 2000 between the Company
               and Motive Communications, Inc.***

10.28          Engagement Letter dated as of March 21, 2000 between the Company and ICE
               Holdings North America, L.L.C.****

10.29          Content License Agreement, dated as of April 4, 2000, between the Company
               and AltaVista Company.****+

10.30          Advertising Agreement, dated as of April 7, 2000, between the Company and
               AltaVista Company.****+

10.31          Lease, dated as of June 1, 2000, between the Company and Discovery Parks
               Incorporated.*****
</TABLE>

                                      68
<PAGE>

<TABLE>

<S>            <C>
10.32          Services Distribution Agreement dated as of July 31, 2000 between the
               Company and ManagedStorage International.******

10.33          Revision to engagement letter dated May 20, 2000 between the Company and
               ICE Holdings North America, L.L.C.******

10.34          Asset Purchase Agreement with Tavisco Ltd. dated September 15, 2000.******

10.35          Letter of Intent between Company and MyHelpDesk dated September 7, 2000******

10.36          License Agreement dated September 24, 2000 between the Company and Remote
               Diagnostics, Inc.******

10.37          Promissory Note dated as of July 25, 2000 between the Company and Coffin
               Partners, LLC Series C *******

10.38          Subscription Agreement dated as of July 25, 2000 between the Company and
               Coffin Partners, LLC Series C *******

10.39          Sub-Lease Agreement between Pcsupport.com and Chalk.com.********

10.40          Second revision to engagement letter dated May 20, 2000 between the
               Company and ICE Holdings North, L.L.C. dated November 28, 2000.********

10.41          Service Contract dated as of May 14, 2001 between the Company and Sears,
               Roebuck and Co.++

10.42          Service Contract dated as of March 13, 2001 between the Company and
               Internet Services Management Group, Inc.++

10.43          Severance Arrangement between the Company and Mr. R. Glath dated November
               27, 2000.*********

10.44          Amendment to Severance Arrangement November 27, 2000 between the Company
               and Mr. R. Glath dated January 30, 2001.*********

10.45          Mutual Release and Settlement Agreement dated November 27, 2000 between
               the Company and Alta Vista Company.*********+

10.46          Third Revision to Engagement Letter dated March 21, 2000 between the
               Company and Ice Holdings North America, L.L.C.. dated December
               22, 2000.*********

10.47          Warrant Agreement dated January 12, 2001 between the Company and Meditor
               Capital Management (Bermuda) Limited. **********
</TABLE>

                                      69
<PAGE>

<TABLE>

<S>            <C>
10.48          Amended A Warrant, B Warrant and C Warrant issued to ICE Partners GmbH.**********

10.49          Sublease between the Company and Inphogene Biocommunications Inc.**********

10.50          Asset Purchase Agreement between the Company and MyHelpDesk dated November 27, 2000 ***********

10.51          PCSupport.com, Inc. 2000 Stock Option Plan.************

21.            Subsidiaries.******

23.1           Consent of Accountants.


*            Incorporated by reference to the Company's Form 10-SB filed on October 18, 1999.
**           Incorporated by reference to the Company's Amendment No. 2 to Form 10-SB filed on January 12, 2000.
***          Incorporated by reference to the Company's Report on Form 10-QSB filed on May 15, 2000.
****         Incorporated by reference to the Company's Form SB-2 filed on May 24, 2000.
*****        Incorporated by reference to the Company's Form SB-2A filed on June 19, 2000.
******       Incorporated by reference to the Company's Form 10-KSB filed on September 28, 2000.
*******      Incorporated by reference to the Company's Report on Form 10-QSB filed on November 16, 2000.
********     Incorporated by reference to the Company's Form SB-2 filed on December 12, 2000.
*********    Incorporated by reference to the Company's Report on Form 10-QSB filed on February 14, 2001.
**********   Incorporated by reference to the Company's Report on Form 10-QSB filed on May 14, 2001.
***********  Incorporated by reference to the Company's Report on Form 8-K filed on December 8, 2000.
************ Incorporated by reference to the Company's Report on Form S-8 filed on January 17, 2001.
</TABLE>

+    Certain portions of this exhibit have been omitted pursuant to an
     order for confidential treatment granted by the Securities and Exchange
     Commission.  Omitted portions have been filed separately with the
     Securities and Exchange Commission.

++   Certain portions of this exhibit have been omitted pursuant to a request
     for confidential treatment filed with the Securities and Exchange
     Commission.  Omitted portions have been filed separately with the
     Securities and Exchange Commission.

                                      70