UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

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

                  For the Fiscal Year Ended September 30, 2000

                        Commission File Number 000-28093

                       Greenleaf Technologies Corporation

  Delaware                                           13-3429153
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

       8834 Capital of Texas Highway North, Suite 150, Austin, Texas 78759
                    (Address of principal executive offices)

                                 (512) 343-1300
              (Registrant's telephone number, including area code)

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

                                      NONE

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

                          Common Stock $.001 par value
                                 Title of Class

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during the  proceeding  12 months and (2) has been  subject to such filing
requirements for the past 90 days.

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

          Yes                                                 X No
--------------------------                             ---------------------

     The registrant's revenues for its most recent fiscal year were: $90

     The number of shares  outstanding of the registrant's class of common stock
on January 8, 2001 was 151,159,743.
<PAGE>

     Aggregate   market  value  of  the   registrant's   Common  Stock  held  by
non-affiliates  of the  registrant  as of  January  8,  2001  was  approximately
$32,400,841  based upon the closing  price  reported  for such date on the "pink
sheets". For purposes of this disclosure, shares of Common Stock held by persons
who hold more than 5% of the outstanding  shares of Common Stock and shares held
by officers and  directors of the  Registrant  have been  excluded  because such
persons may be deemed to be affiliates.  This  determination  is not necessarily
conclusive.

                                        2
<PAGE>

                       GREENLEAF TECHNOLOGIES CORPORATION
                                   FORM 10-KSB
                  For the fiscal year ended September 30, 2000

                                TABLE OF CONTENTS

                                                                            Page
                                     PART I

Item 1.    Description of Business                                             4

Item 2.    Description of Property                                            20

Item 3.    Legal Proceedings                                                  20

Item 4.    Submission of Matters to a Vote of Security Holders                23


                                     PART II

Item 5.    Market for Common Equity and Related Stockholder Matters           23

Item 6.    Management's Discussion and Analysis or Plan of Operation          26

Item 7.    Financial Statements                                               30

Item 8.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                           61

                                    PART III

Item 9.    Directors, Executive Officers, Promoters, and Control Persons      61

Item 10.   Executive Compensation                                             64

Item 11.   Security Ownership of Certain Beneficial Owners and Management     68

Item 12.   Certain Relationships and Related Transactions                     70

Item 13.   Exhibits and Reports on Form 8-K                                   73

Signatures                                                                    75

                                        3
<PAGE>

PART I

Item 1.    Description of Business.

Background

     The  Company  was  incorporated  under the laws of the State of Delaware on
October 9, 1986, and has been in the  development  stage since its inception and
has not yet realized any profits from operations.  The Company has realized only
insignificant revenues and is not yet fully operational.

     The Company was originally  incorporated  under the name Greenleaf  Capital
Corporation.  In August 1988, the Company consummated an initial public offering
(the "IPO") of 206,500 units at $1.00 per unit, with each unit consisting of one
share of Common Stock and a redeemable  warrant to purchase two shares of Common
Stock.  The  Company  was formed to attempt to begin  operations  in the garden,
agricultural nursery and greenhouse industry.  Proceeds of the IPO were expended
for  salaries  and  legal,  accounting  and  administrative  costs  incurred  in
connection  with  attempts  to  acquire  a  number  of  then-existing  operating
companies  or assets  in that  industry.  However,  none of these  attempts  was
successful  due to the  Company's  lack  of  adequate  working  capital  and the
unwillingness of potential sellers to accept the Company's stock in exchange for
interests in potential ventures.

     For a period of approximately  six months,  beginning in November 1988, the
Company  operated a California  restaurant  as a wholly owned  subsidiary of the
Company.  The restaurant was unsuccessful and operations ceased in May 1989. The
Company did not realize any net income from the restaurant business.

     The Company  did not have any  operations  during the period from  mid-1989
until mid-1994.

     In mid-1994,  the Company  attempted to acquire a restaurant  in Hollywood,
California.  Negotiations  and due  diligence  reviews in  connection  with this
proposed  acquisition lasted for several months until, in mid-1995,  the Company
decided  not to  acquire  the  business  due to  uncertainties  created by rapid
changes in the restaurant industry.

     Beginning  in  mid-1995,   the  Company   determined  to  explore  business
opportunities  in  technology-related  industries.  It then  began  its  current
business of developing and marketing  computer hardware and software  encryption
products to the general software and  entertainment  industries.  These products
are designed to prevent  unauthorized access to data and software packages.  The
Company's  encryption  products may be used to protect  computer games,  musical
recordings, video recordings and other software applications which are digitally
recorded  on CD-ROM  and  DVD-ROM  discs or which  are  contained  on  web-sites
accessed via the Internet.

     For example,  the Company is currently party to a joint venture,  which was
formed to undertake the  development  and marketing of several  computer  games.
Software, which controls these games, is contained on CD-ROM computer discs, and
several games can be placed on one disc.  After a potential  customer  loads the
disc  into  a  personal   computer,   the  customer  may  immediately  access  a
demonstration of the various games contained on the disc. However, the Company's
encryption  devices  prevent  access to the full  version  of each game  until a
special  pass  code is  entered;  each  disc,  and each  game on each  disc,  is
protected by a separate, unique pass code.

                                        4
<PAGE>
     In order to gain complete  access to a game,  the customer  telephones  the
Company's customer service center and provides payment by credit card. After the
Company has verified  payment,  the customer is given the pass code for the game
or games being purchased.  The Company refers to this  payment-verification-pass
code procedure as "unlocking" the game, and refers to each pass code as a "key".
Customers also may unlock products protected by the Company's encryption devices
by accessing a World Wide Web site over the  Internet  and entering  credit card
payment information in exchange for a key.

     As described below under "Computer Software And Hardware Products",  one of
the Company's  encryption products is fully developed,  and one product is still
being developed.

     The Company also intends to operate in the wireless communications industry
by selling access to specialized mobile radio ("SMR")  frequencies and access to
a   communications   satellite.   The   Company  has  thus  far   obtained   one
satellite-access license and two SMR licenses in connection with its acquisition
of Future Com South  Florida,  Inc. In  connection  with this  acquisition,  the
Company is in the process of obtaining approvals from the Federal Communications
Commission  (the "FCC")  pursuant to which Future Com will acquire an additional
two  SMR  licenses.  Further  information  regarding  this  acquisition  and the
communications  licenses is detailed  below in  "Acquisition  Of  Communications
Business".   The  Company's   communications  business  is  expected  to  become
operational over the next several years.

History Of Losses

     Since its  inception,  the Company has  incurred  operating  losses in each
fiscal year. Net losses for the year ended  September 30, 2000 were  $47,035,777
and for the year ended September 30, 1999 were $5,879,318.  In addition, in some
cases,  the Company has been unable to meet its  obligations as they become due.
During the fiscal year ended  September 30, 1999,  the Company's  total revenues
were $28,501. For the fiscal year ended September 30, 2000, the Company recorded
$90 in revenues.  There is no assurance that the Company's  operations will ever
become profitable.

Development of Software and Technology Products

     In mid-1997 the efforts of the Company were  re-focused on the  development
and marketing of software and  computer-related  products and, in December 1997,
the name of the Company was changed to  Greenleaf  Technologies  Corporation  in
order to reflect this change in focus.

     On December 15, 1997, Company entered into a five-year  marketing agreement
with Daiichi Kosho U.S.A., Inc. ("DKI"). Pursuant to that agreement, the Company
granted  to  DKI  the  rights  to  use  the  Company's  proprietary  DigiGuardTM
encryption  technology in connection  with the electronic  delivery of music for
use in karaoke  sing-along  products.  The Company  entered  into the  agreement
because the Company  believed  that it might  eventually  receive  revenues as a
percentage of sales of DKI products  containing  the Company's  technology.  The
Company did not realize any revenues as a result of the  agreement  with DKI. In
March 1999 DKI ceased its U.S.  operations,  and the Company  currently does not
anticipate  further  pursuing the activities  contemplated by the agreement with
DKI.

                                        5
<PAGE>
     On January 12, 1998,  the Company  entered into an agreement  with MultiCom
Services LLC, which later  reincorporated as MultiCom  Corporation.  The Company
entered into the agreement because the Company anticipated that it would require
a system,  which would  enable  end-users  to unlock  products  protected by the
Company's encryption technology,  and that MultiCom could deliver such a system.
The January  1998  agreement  called for  MultiCom to provide the Company with a
basic system for credit card billing,  capturing  customer order information and
verifying  credit  card  purchases  on-line.   The  agreement  also  called  for
MultiCom's  Customer Service division to interact with software  supplied by the
Company to generate  unlocks  codes upon approval of credit card  purchases.  As
described below regarding the Company's potential  transaction with MCSLink.Com,
Inc., the Company has tentatively  agreed to acquire certain assets of MultiCom,
which were used in connection  with the January 1998  agreement  with  MultiCom,
including  assets used to operate  information  centers and call receipt centers
for processing product orders.

     On April 16,  1998,  the Company  paid  $300,000  cash to purchase a 33.33%
ownership  interest in NetHome  Media,  Inc. At that time,  NetHome was a wholly
owned subsidiary of MultiCom.  NetHome created and developed  software products,
which  it  referred  to  as  "CyberScreenTM"  and  "Browser  ButlerTM".  NetHome
subsequently  ceased doing  business and as of September 30, 1998, the Company's
ownership interest in NetHome had no market value. CyberScreenTM was designed to
filter text and restrict searches to provide a uniquely  monitored,  family safe
environment on the Internet. The Company invested in NetHome primarily to obtain
access to the Browser ButlerTM,  which was a proprietary  navigation aid for use
in browsing  material on the Internet.  The Company believed that its investment
would eventually result in the Company's  encryption products being packaged and
marketed  with  the  Browser  ButlerTM.  However,  Browser  ButlerTM  never  was
commercially viable, and the Company has written off its investment in NetHome.

     On  September  30,  1998,   the  Company   consummated  an  agreement  (the
"Acquisition Agreement") to acquire Gameverse, Inc. ("Gameverse"). At that time,
Gameverse was a wholly owned  subsidiary of Cybermax Tech,  Inc.,  which in turn
was a  wholly  owned  subsidiary  of  Riverside  Group,  Inc.  Pursuant  to  the
Acquisition  Agreement,  14,687,585  shares  of  Common  Stock  were  issued  to
Cybermax,  as well as options to purchase an additional  5,733,333 of its shares
at $0.25 per share until  September  30, 2003 and options to purchase  1,581,249
shares at $0.15 per share until  September 30, 2003. The  Acquisition  Agreement
also provided Riverside with the right to appoint four directors to the Board of
Directors of the Company (the "Board").

     The acquisition of Gameverse was based upon certain information obtained by
the Company during  negotiations  for Gameverse.  At the time of consummation of
the  Acquisition  Agreement,  the Company  believed that Gameverse was an online
game  development  and  web  design  company  which  marketed  services  to  the
entertainment  industry,  and which  also built web  sites,  including  database
development and maintenance  services,  for businesses seeking to take advantage
of the web's  advertising  and  e-commerce  potential.  However,  subsequent  to
consummation of the acquisition,  the Company determined that the development of
Gameverse's  products and business had not been  accurately  represented  during
those  negotiations.  Because of these  misrepresentations,  the  Company (i) on
September 28, 1999, rescinded the Acquisition Agreement and cancelled all shares
and options  issued in  connection  with the  acquisition,  and (ii)  filed,  on
December 6, 1999, a lawsuit (the "Gameverse Lawsuit") seeking to recover damages
incurred by the Company in connection with the events  involving the acquisition
of Gameverse.

                                        6
<PAGE>
     By written agreement dated January 28, 2000, and without admitting fault or
liability,  all but one of the parties to the  Gameverse  Lawsuit  settled their
dispute  and  agreed to dismiss  the suit.  The one party who did not settle the
dispute was an individual  defendant and, although this individual defendant did
not  participate in the  settlement,  the other named  defendants have agreed to
indemnify  the Company  against any costs or damages that may be incurred by the
Company in  connection  with  claims  that may be  brought  by the  non-settling
defendant.  For further  information  regarding the settlement and the Gameverse
Lawsuit, see "Part II - Item 2. Legal Proceedings".

     On  February  23,  1999,  the  Company  announced  that it had  reached  an
agreement   with  Accolade   Inc.,   now  known  as  Infogrames   North  America
("Infogrames") and Warner Advanced Media Operations ("WAMO"), a business unit of
Time Warner,  Inc.  (NYSE:  TWX), to form a joint venture  referred to as "WAG".
After Accolade changed its name to Infogrames,  the joint venture has since been
referred  to as "WIG" or "BIG WIG".  Under the WIG banner,  the three  companies
have  agreed  to  market  multiple  computer  game  titles  on a single  digital
versatile  disc  ("DVD") for  distribution  by the  personal  computer  Original
Equipment  Manufacturers ("OEM") market. The Company,  utilizing its proprietary
"DigiGuardTM"  security technology, encrypts the games contained on each DVD and
manufacturers ship the DVDs to potential  customers.  For example, the WIG joint
venture has supplied encrypted DVDs to a manufacturer of laptop computers.  When
a  customer  orders a laptop  from the  manufacturer,  an  encrypted  WIG DVD is
included in the package  containing the laptop and shipped to the customer.  The
agreement  calls for the Company to receive a percentage of net revenues,  which
result from the unlocking of games contained on WIG DVDs. To date, approximately
100,000 WIG DVDs have been shipped to potential  end users,  but the Company has
not received any revenues from the WIG joint venture.

     On August 30, 1999,  the Company and  BroadcastDVD,  Inc.  ("BroadcastDVD")
announced  a  three-year,   exclusive  partnership  to  include   BroadcastDVD's
FILM-FEST,  a video magazine that exposes viewers to prestigious  film festivals
of the world,  in the DVD disc packages to be marketed by the WIG joint venture.
Currently,  four issues of FILM-FEST are available for distribution on WIG DVDs,
with an additional issue to be made available by BroadcastDVD in August 2000. In
August and September 2000, BroadcastDVD also will make available content for two
additional DVDs. The additional titles are expected to include,  respectively, a
progressive  rock music  magazine and an extreme  sports  magazine.  The Company
entered into the agreement with  BroadcastDVD  so that the Company could include
FILM-FEST  magazines in the WIG DVDs for immediate viewing by the end user at no
charge.  The Company  believes that the free materials would keep the consumers'
attention  focused on the DVD. The Company  believes that if a consumer  samples
free  materials,  the consumer may then be more  interested in  previewing,  and
eventually  unlocking,  games  contained  on  the  same  disc.  These  unlocking
activities would result in revenues to the Company. No DVDs containing materials
provided by BroadcastDVD  have been shipped,  although the Company may determine
to include those materials in future disc shipments.

                                        7
<PAGE>
     On May  12,  2000,  the  Company  announced  that  it had  entered  into an
agreement  with Vector OEM Content Ltd. of the United  Kingdom.  Pursuant to the
agreement,  The Company and Vector agreed to create two new companies to promote
each party's products. One company,  Vector North America, which has been formed
but is not yet active,  has the exclusive right to distribute  Vector's PC-based
software in the United States and Canada.  It currently is  anticipated  that if
Vector North America becomes active, of which there is no assurance, the Company
will own 49% of Vector North America's outstanding equity interests. Vector will
own the remaining  51%. The other company,  which has not yet been formed,  will
have the exclusive  right to sell and use the Company's  encryption  products in
Europe.  It currently is anticipated that the Company will own 51% of the equity
interests in the newly  created  European-based  company and Vector will own the
remaining  49%.  The  Company  and  Vector  will share  equally  in any  profits
generated  by the new  ventures.  Nevertheless,  these  numbers  are  subject to
change.  After  additional  due diligence  Greenleaf  management  decided not to
proceed with the transaction.

     On June  27,  2000,  the  Company  announced  that it had  entered  into an
agreement  with  CenterSpan  Communications  Corporation  to be effective  until
December 31, 2001. In that agreement,  the Company received the right to package
CenterSpan's Socket software in BIG WIG DVDs. Socket is a program, which enables
several people in different locations to play computer games with or against one
another via the  Internet.  The Company  believes  that the  inclusion of a free
version  of Socket on DVDs  containing  multi-player  games  will  increase  the
likelihood that a consumer will unlock those games,  thereby creating  revenues.
The Company has agreed to pay a percentage of each  unlocking fee to Socket.  No
DVDs containing Socket have been shipped, although the Company currently intends
to include Socket in future disc shipments, if any.

     In July 2000, the Company tentatively agreed to acquire certain assets (the
"MCSLink  Assets") in exchange for 750,000 shares of the Company's common stock.
This transaction also would require the Company to assume approximately $132,000
of MCSLink's  liabilities.  MCSLink is a newly formed entity  created to operate
customer  service  call  centers and related  information  tracking  systems for
business  clients but has not conducted any  operations.  The Company intends to
operate the MCSLink Assets in connection with the unlocking procedures described
above under "Background".  MCSLink from MultiCom acquired the MCSLink Assets and
the liabilities that may be assumed by the Company.  By July 2000,  MultiCom had
incurred aggregate net losses of approximately $2,280,000. Also, the Company had
previously forwarded funds to and on behalf of MultiCom, including approximately
$90,000 to cover MultiCom's payroll during Spring 2000 and approximately $70,000
towards  liabilities  incurred by MultiCom.  Funds  advanced in connection  with
MultiCom's  liabilities  may offset the  liabilities  ultimately  assumed in the
Company's proposed  transaction with MCSLink.  The Company also has agreed that,
if the  transaction  with  MCSLink is  consummated,  the Company will enter into
employment  agreements  with two of  MultiCom's  employees.  Each  agreement  is
proposed to be for a three-year term. If consummated,  one of the employees will
receive  a salary of  $95,000  per year,  will be issued  250,000  shares of the
Company's restricted common stock upon entering the agreement,  and will receive
options  to  purchase  up to 100,000  shares for $.75 per share  until two years
after  entering  the  agreement.  The other  employee  will  receive a salary of
$80,000  per year,  will be issued  25,000  shares of the  Company's  restricted
common stock upon entering the agreement,  and will receive  options to purchase
up to  100,000  shares for $.75 per share  until two years  after  entering  the
agreement.  The purchase was consummated on October 6, 2000;  MCSLink  financial
statements will be consolidated with Greenleaf Technologies in fiscal year 2001.

                                        8
<PAGE>
     On August 2, 2000 the Company  announced  the election of Frank  LoVerme to
the board of directors.  LoVerme  recently  joined  Greenleaf as COO from Warner
Advanced  Media  Operations  (WAMO)  where he was vice  president  of sales  and
marketing. LoVerme, a principal at Personics Corporation,  joined Time Warner as
a result  of the  Time  Warner  acquisition  of  Personics.  LoVerme  held  vice
presidents   positions  at  several  Warner  Music  units  until  1995  when  he
transferred to WAMO, a unit born out of a joint venture between Warner Music and
Warner Home Video created to launch the DVD format.  LoVerme, while at WAMO, was
instrumental in forming a joint venture between WAMO,  Infogrames and Greenleaf,
which resulted in the creation of WIG and its DVD distribution product, "The Big
WIG DVD Keeper Series."

     On August 9, 2000 the Company announced it has concluded a deal with Exodus
Communications(TM) Inc. (Nasdaq:EXDS),  a leader in complex Internet hosting and
managed    services,    to   place   their   servers   in   Exodus'    locations
worldwide. Greenleaf  will be able to deliver  rich content at a minimal cost by
locating their servers at Exodus(R).  Greenleaf  allows for ISPs to offer entire
content  libraries  to their  customers  because  the  content  will  reside  on
Greenleaf's  servers rather than on the ISPs.  Exodus' shared  facility  assures
24-hour  maintenance  for the clients'  servers.  They  facilitate  the clients'
satellite connection and provide for backup in the event of a shutdown.

     On August 16, 2000 the Company and NIVIS  announced  that they have entered
into a contract to rapidly develop the prototype for  Greenleaf's  Entertainment
Portal  device.  The  contract  is part of a phased  development  project  which
promises hardware and software products designed to move  entertainment  content
from the  producers to the consumers on demand and where it makes the most sense
-- their  television  set.  Greenleaf's  Entertainment  Portal product is a next
generation  entertainment component that will provide consumers with the ability
to store, play, and manipulate content that has been delivered to their home via
satellite, cable and other high speed data channels. Ultimately,  consumers will
have  access to the latest  movies,  music,  video  games and the  Internet  all
through their TV. NIVIS is a leader in  technology  development  and  deployment
with a focus on the Internet and other enabling technologies.  The NIVIS team of
design architects  understands today's  capabilities and how to build and expand
into tomorrow's  necessities.  NIVIS optimizes a company's  ability to ascend to
the next level by enhancing and  maximizing  technologies  and  transforming  I-
bilities.

                                        9
<PAGE>
     On August 23, 2000 the Company  announced an agreement  with Sony Computers
to provide a multi  title DVD disc for  bundling  with all of Sony's DVD enabled
laptops and desktop computers over the next twelve months. The disc, titled "The
Big WIG Software Locker," will contain six popular encrypted computer games. The
first  series,  shipping in September  will offer titles from  Electronic  Arts,
Eidos and Infogrames.  The customer will be able to access one game for free and
have the option to  purchase  any or all of the other five titles for a discount
off the suggested  retail price.  The agreement calls for Greenleaf to provide a
refreshed  disc every three months.  Each new DVD will contain at least one free
title as well as new content culled from the best selling  software  products on
the market.  Sony is expected to ship approximately  930,000 units over the next
twelve months; however, there can be no assurance.

     On September 20, 2000 NIVIS and Greenleaf  announced that they have entered
into  additional  contracts to develop the network  infrastructure  and delivery
mechanism for Greenleaf's  Entertainment  Network  e-commerce  content  delivery
system. The contracts are part of an ongoing  development  project that promises
several hardware and software products designed to deliver entertainment content
from content providers (Studios,  Labels, Game, and Software Companies, etc.) to
consumers, on demand, and where it makes the most sense - the Television and the
Home  Entertainment   Theater.   The  prototype  system  will  be  completed  by
Thanksgiving of this year.  Greenleaf's  Entertainment  Portal product is a next
generation  entertainment  component  that will allow  consumers  the ability to
store,  play,  and  manipulate  content on demand that has been delivered to the
home via satellite,  cable and other high speed data channels. The new contracts
will incorporate video and audio encryption along with a proprietary  multimedia
player that will work with the Greenleaf  Entertainment Network system and other
existing media and devices. The long-term vision for the Greenleaf Entertainment
Network  product is to provide  consumers  access to the latest  movies,  music,
video games and the Internet all on the TV in a secured environment.

     On October 4, 2000 the Company,  announced an agreement with Dell Computers
(Nasdaq:DELL)  to provide a multi-title DVD disc for bundling with all of Dell's
DVD enabled laptops and desktop computers over the next twelve months. The disc,
titled "The Dell Software  Center," is divided into five sections.  In the games
section are six encrypted titles including five that are currently listed in the
top twenty selling games. The games are:  Electronic Arts' "The Sims" and "Tiger
Woods 2000," Eidos  Interactive's "Tomb Raider: The Last Revelation," "Deus Ex,"
Infogrames'  "Pajama Sam 3" and Sega's  "10six," a multiplayer  game played over
the  Internet.  All  of these titles can be purchased  online or via a telephone
utilizing Greenleaf's  encryption and unlocking technology.  Customers unlocking
the Sega "10six" game will receive a  fifteen-day  free trial  period.  There is
also a free games  section  containing  two popular  titles from the  Infogrames
library.  Dell is expected to ship  approximately  1,023,000 units over the next
twelve months; however, there can be no assurance.

     On October 5, 2000 the Company  announced  the  formation of a wholly owned
subsidiary,  Greenleaf Technologies Latin America, S.A., based in Brazil.The new
corporation  will  provide  all of the same  services,  products,  software  and
encryption technology to the Latin American region as its parent company does in
the United States. In Brazil,  Greenleaf  Technologies Latin America,  Veirana &
Advogados  Associados in Rio de Janeiro will represent S.A.. Funding for the new
corporation will be provided by GPS Ltd., Rio de Janeiro.  The corporation is in
the  process of being  formed.  Terms and  conditions  of the  funding are being
negotiated,  no funding has been received to date and there is no assurance that
Greenleaf Technologies Latin America, S.A. will be funded.

                                       10
<PAGE>
     On October 6, 2000 the Company  announced  the creation of a new  division,
Greenleaf   Ventures,   and   the   appointment   of   David   Newcomb   as  its
president.Greenleaf  Ventures will be directly  involved in negotiating  mergers
and   acquisitions,   conducting  due  diligence,   and  actively   seeking  new
opportunities for its parent company.

     On  October  6,  2000  the   Company   announced   that Brilliant   Digital
Entertainment Inc. (AMEX:BDE), the pioneering entertainment content provider and
technology developer for the converging Internet and television markets, will be
providing free previews of its 3D digitally  animated  entertainment  content as
part of a multi-title  DVD disc that will be bundled with all of Dell Computers'
DVD-enabled laptops and desktops. Under its agreement with Greenleaf,  Brilliant
will  provide  WIG with  previews  of its "KISS  Immortals"  and "Xena:  Warrior
Princess" series, as well as previews for the short-format "Short Attention Span
Theater"  package.  Once  viewed,  these  previews  will  direct  viewers to the
Brilliant Web site, where they can watch the full-length version of a particular
series  Webisode or animated  short. The disc will also  automatically  download
Brilliant's Digital Projector,  the important playback engine that enables users
to view all of Brilliant's content that is produced using the company's b3d tool
technology.  Greenleaf  continues to  participate  with  Brilliant  Digital as a
content provider.

     On October 12, 2000 the Company  announced it has  purchased  the assets of
MultiCom  Corp., a service  bureau  specializing  in voice,  video and data. The
transaction was for stock and cash. A new company, MCS Link, will be formed with
Allan King,  the president  and CEO of MultiCom,  as the president of the wholly
owned  subsidiary.  MSC Link will  continue  to  operate in the  business  arena
established  by  MultiCom  and will also  explore  new  business  opportunities.
Founded in 1997, with headquarters in Austin,  Texas, MultiCom Corp. developed a
virtual call center solution,  building upon a sophisticated  computer-telephony
platform,  to offer companies a scalable  virtual call center capable of drawing
from many  sources of  expertise  specific to clients'  needs.  This  integrated
solution  streamlines  the sale and  provisioning  of content,  distribution  of
funds,  billing and  customer  care.  Advanced  capabilities  include  Web-based
interactions,  interactive voice response,  live operator and automated options,
Internet  text  chats  and  automated  call back  features. MultiCom's  suite of
services allows ASPs,  CLECs, ISPs and other companies with an Internet presence
to focus on their core  competencies,  the  delivery of voice,  video,  and data
products.  MCSLink  will  also act as the  unlocking  center,  both  online  and
off-line,  for  Greenleaf.  MultiCom also brings to the table several  strategic
relationships  with  national  video  content  providers  and utility  companies
interested  in  Greenleaf  products and  services.  MultiCom  recently  signed a
three-year  contract  with  Last Mile  Media  Corp.,  an  emerging  provider  of
high-speed  Internet  connections  to  multi-tenant  properties,  to provide and
utilize its services on a nationwide  basis.  As of January 2001 Last Mile Media
ceased all operations.

     On October 16, 2000 the Company announced during the first week of October,
Sony  Computers  and Dell  Computers  anticpate  shipping  DVD-enabled  desktops
bundled with their multi-title  DVD-ROM  discs. During  fourth quarter of fiscal
year 2000, the Company  shipped to Dell  approximately  5000 DVDs containing the
first in a series of four discs, while the Company shipped to Sony approximately
12,000 DVDs.  Based on the agreements the Company  believes each of the computer
companies  expects to ship  approximately 1 million  desktops and laptops during
the 12-month  agreement  with  Greenleaf. The  discs,  titled "The Dell Software
Center" and for Sony,  "The Big WIG  Software  Locker,"  are  divided  into five
sections.  In the games section are six encrypted  full version  computer  games
from Electronic  Arts,  Eidos and Infogrames,  five of which are currently among
the top 20 best sellers. No revenues have been generated to date.

                                       11
<PAGE>
     On October 24, 2000 the Company  announced an  agreement  with Taiwan based
Ritek   Corporation   (www.ritek.com),   the  world's   leading   optical  media
manufacturer,  for Ritek to acquire up to $20  million  of  Greenleaf  shares in
exchange for a combination of cash and DVD replication credits whereby Ritek has
exclusive manufacturing rights for five years worldwide.  This deal recombines a
proven  team,  which will drive the DVD-ROM  market to Ritek's  state of the art
worldwide facilities. By spring 2001, it is anticipated Ritek will have over 100
production lines.

     In December 2000, the Company  announced the  availability  of DigiGuardTM,
its proven  digital  rights  content  wrapper for the Apple  Macintosh  hardware
platform.  DigiGuardTM encrypts, or locks, digital content with a secure wrapper
until a purchase transaction is completed. Consumers may securely unlock wrapped
content in a variety of formats including  CD-ROM,  DVD-ROM and the Internet for
purchase.  Mac  publishers  will have the  opportunity to protect and sell their
software through existing and new channels.  Apple users will be able to try and
then buy their favorite  software  conveniently  off of a disc 24 hours a day, 7
days a week  regardless of connection  speed.  Greenleaf  produces the "Software
Locker" series of DVD-ROMs that contain  popular  computer  software titles from
the game  industry's  leading  publishers.  The company has been made aware that
there exist at least competitor that offers a similar  product.  Greenleaf plans
to  release  discs in the next year that will  contain  not only  multiple  game
titles for sale, but also advertising, music, utility software and videos.

     On December 27, 2000, Digi Link Technologies,  Inc., the Company's majority
owned  subsidiary,  signed  a  definitive  reverse  merger  agreement  with  I R
Operating  Corporation  ("IROC") whose shares are quoted on the OTC-BB under the
symbol,   IROC  (OTC-BB:   IROC).   The  terms  of  the   agreement   include  a
share-for-share  exchange with IROC being the surviving company,  and as part of
the  agreement,  the name of the surviving  corporation  will be changed to Digi
Link  Technologies,  Inc. ("Digi Link") Prior to this merger,  the Company owned
85% of the outstanding stock of Digi Link. The transaction, which is anticipated
to close on or about January 31, 2001,  is subject to I R Operating  Corporation
shareholder  approval,  of which there can be no assurances.  Upon completion of
the merger,  Greenleaf Technologies  Corporation will continue to be the largest
shareholder of the company owning 81,600,000 shares of approximately 105,000,000
issued and  outstanding  or  approximately  77.7%.  Current  business  plans for
DigiLink, include consolidating additional entities that are actively engaged in
the management or  development  of SMR systems.  Through the networking of these
independently  owned SMR systems  via the  Internet,  used in concert  with Digi
Link's  dedicated  communications  satellite  license,  Digi  Link's  management
believes  the  Company  will be  able  to  provide  a  seamless,  cost-effective
telecommunications  package  containing  long  distance,  voice  mail,  billing,
internet data  transmission,  one-number access and other  value-added  services
throughout North America.

                                       12
<PAGE>
     On January 9, 2001,  the Company  announced  its Advocate  Energy  Metering
System.Recognizing  the demand for a consumer  product that takes advantage of a
deregulated  energy  market,  Austin based  Greenleaf's  patent-pending  product
called "The Advocate",  once operational,  will provide technology and a network
that  has the  ability  to  provide  direct  and  dynamic  access  to  available
resellers,  as well as potentially  provide rewards for shifting  consumption to
off-peak hours. The Advocate  provides the consumer with access to all available
resellers in a given region and encourages transactions  electronically.  By way
of its  ability  to  monitor  energy  use,  the  Advocate  can also  provide  an
opportunity to begin  defining when power is used,  and  ultimately  present the
consumer  with real  incentives  to time shift  their  consumption.  Deregulated
markets such as California are currently suffering as a result of not being able
to curb  peak  energy  consumption.  The  Advocate  is in the  early  stages  of
development,  is not currently operational or available and the Company does not
currently  have funds  available  to it to develop the  Advocate  to  commission
viability.  The Company estimates that it will need approximately  $5,000,000.00
to  fund  the  completion  of the  development  process  before  it can be  made
available commercially.

     Greenleaf  anticipates the Advocate's  advanced  technologies will not only
report electricity consumption by the hour, but will also seamlessly negotiate a
homeowner's  lowest power bill by selecting the best deal offered from competing
deregulated utilities for that hour.

     On January 16, 2001, the Company announced that its Board of Directors,  at
a special  meeting,  approved  the signing of a Letter of Intent / Term Sheet to
sell 51% of the outstanding stock of it and its subsidiary,  Greenleaf Ventures,
Inc., a Delaware Corporation, to J-Tex Corporation, a Nevada corporation for $34
million  in cash,  or the  equivalent  of  $0.1754  per  outstanding  shares  of
Greenleaf.

     The acquisition is contingent upon J-Tex's securing the necessary financing
to complete the  transaction,  satisfactory  due  diligence by all parties,  the
obtaining  of any  necessary  regulatory  and  shareholder  approvals,  and  the
provision of contingent interim funding by J-Tex to Greenleaf.

     The Term Sheet  further  provides  that J-Tex will  provide for  contingent
interim  funding of $2 million by January 24, 2001,  or as soon as thereafter as
practicable,  in exchange for Greenleaf common stock, which amount of contingent
financing  shall be deducted  from the final  purchase  price.  Given the recent
events in the financial  markets,  there can be no assurance  that the necessary
financial  commitments  can be met in accordance  with the Term Sheet.  The Term
Sheet  further  provides  that  the  parties  will  attempt  to have  definitive
agreements signed by February 15, 2001.

Acquisition of Future Com South Florida, Inc.

     In September 1999, the Company entered into an agreement to acquire all the
outstanding shares of Future Com South Florida,  Inc. ("Future Com") in exchange
for 4,000,000  shares of the  Company's  restricted  Common  Stock.  The Company
completed the acquisition in November 1999.  2,000,000 of the shares were issued
to William Gale,  the President and Chief  Executive  Officer of Future Com, and
the other  2,000,000  shares were issued to Warren  Blanck,  the  Secretary  and
Treasurer  of Future Com.  Future Com was formed by Mr. Gale and Mr.  Blanck for
the purpose of  acquiring  and managing  mobile  communications  radio  licenses
and/or systems.

                                       13
<PAGE>
     At the time that the Company  acquired  Future Com, Future Com entered into
agreements  to acquire  four SMR licenses as well as a  communication  satellite
license.  This  transaction has been capitalized to the cost of the SMR licenses
and  satellite  as well as  deposits  on SMR  licenses.  The SMR  licenses  were
purchased with 960,875 shares of common stock and 2,075,000  options for a total
value of  $1,148,375  plus their  proportionate  share of the  rights  valued at
$996,000 less $24,000 for equipment for a total value of $2,120,375.

     In  connection  with the  acquisition,  Future Com entered into  employment
agreements with each of Mr. Gale and Mr. Blanck, which provided for each of them
to receive a salary of $96,000 per year.  In addition,  Future Com agreed to pay
each of Mr. Gale and Mr.  Blanck an  automobile  allowance of $850 per month for
use of their automobiles for business purposes.  Future Com also agreed to repay
$150,000 advanced by each of Communications  Concepts, Inc. ("CCI") and Uni-Call
Communications,  Inc.  ("Uni-Call"),  for  a  total  of  $300,000,  pursuant  to
promissory  notes  issued by Future  Com.  These  promissory  notes  provide for
payments of  principal  plus  interest at the rate of eight  percent per year at
such time that the Board Of  Directors of Future Com  determines  that there are
sufficient  funds available for payment,  with the unpaid amount due upon demand
at any time after five  years from the date of the  closing of the  acquisition.
Mr. Gale and Mr. Blanck, who serve as officers and directors of those companies,
own Uni-Call and CCI. Prior to September 30, 2000 these notes were  renegotiated
to require only one half of the original amount to be repaid.

     At the time of acquiring Future Com, the Company issued options to existing
employees  of Future Com to purchase an  aggregate  of 400,000  shares of Common
Stock.  These  options  were  exercisable  at a price of $0.50 per  share  until
November 4, 2000, but have expired due to never being exercised.

     In connection  with the acquisition of Future Com, the Company entered into
a registration rights agreement with Mr. Gale, Mr. Blanck, Mr. Leonard Berg, the
President and Chief Executive  Officer of the Company,  Mr. Richard Wachs,  then
the President of the Company's  wholly-owned Greenleaf Research and Development,
Inc.  ("GRD")  subsidiary  and a Director of the  Company,  and Mr.  Christopher
Webster,  the Vice  Chairman,  Executive  Vice  President  and a Director of the
Company.  Pursuant to the registration  rights agreement,  the Company agreed to
register  the  transfer  of  the  shares  held  by  those   individuals  in  any
registration statement filed by the Company to register the initial or secondary
offering of any securities of the Company.  No such  registration  statement has
been filed,  or is currently  contemplated.  Mr. Wachs,  Mr. Gale and Mr. Blanck
currently  are  not  officers  or  directors  of  the  Company  or of any of its
subsidiaries.

     After the acquisition of Future Com was completed, the Company entered into
letters of intent  regarding the  acquisition  of three  additional SMR licenses
from CCI. As of  September  20,  2000,  the Company  entered into an Addendum to
Stock  Exchange  Agreement,  providing  for  the  acquisition  of the  following
additional licenses:  (a) SMR License Pool II, L.C., for 1,680,000 shares of the
Company's common stock; (b) SMR License Pool,  L.C., for 1,680,000  shares;  and
(c) El Paso, G.P., for 350,000 shares respectively.

     The purchase price for the additional licenses is to be paid in the form of
restricted Greenleaf Common Stock at an agreed value of $0.50 per share, as well
as warrants to purchase an equal number of shares of restricted Greenleaf Common
Stock at an  exercise  price of $.50  with all  warrants  to expire on the first
anniversary of the date of acquisition.  The applicable per share exercise price
is $.50 per share.

                                       14
<PAGE>
     Pursuant to the Addendum to the Exchange  Agreement and the earlier  Letter
of  Intent,  CCI  will  receive  as full  payment  for the  Licenses  a total of
3,710,000  shares of Greenleaf  Common  Stock,  which were issued on October 17,
2000 and 3,710,000  warrants to purchase  Greenleaf  Common Stock at a price per
share of $.50,  which to date none have been  exercised and are due to expire on
October 1, 2001.

Merger of Future Com and Dotcom.com into Digi Link

     Pursuant to an Agreement of Merger,  dated as of September 22, 2000, Future
Com South Florida,  Inc., a wholly owned  subsidiary of Greenleaf and a Delaware
corporation, merged with Digi Link Technologies, Inc. (formerly known Dotcom.com
Inc.),  a  majority-owned  subsidiary  of  Greenleaf,  with Digi Link  being the
surviving entity. Following the merger, Greenleaf owned approximately 85% of the
outstanding stock of Digi Link.

     Through a private placement  memorandum dated September 25, 2000, Digi Link
offered for sale up to five million shares of its common stock,  par value $.001
at $.20 per share.  No funds were raised during Fiscal Year 2000. To date,  Digi
Link has sold a total of 3,312,500 shares to nine persons raising  $662,500.  As
of the date of filing, Greenleaf's ownership interest in Digi Link is 77.7%.

Letters of Intent-SMR Acquisition to Acquire Additional SMR Licenses and Systems

     In October  2000,  Digi Link entered into a Letter of Intent to acquire six
(6) SMR systems holding licenses in Dallas,  Jacksonville,  Chicago,  Milwaukee,
Los  Angeles,  and Long Beach for  $3,240,000  in  restricted  Digi Link  stock.
Thereafter,  in or about November 2000,  Digi Link signed Letters of Intent with
Advanced  Business  Communications,   LLC,  a  Kentucky  corporation,   for  the
acquisition of 26 additional SMR Licenses,  that are linked with the IntellicomR
Wide-Area  Network  for  mobile  dispatch   communications  located  in  Boston,
Massachusetts,  for a  total  purchase  price  of  $7.2  million,  to be paid in
restricted  Digi Link  stock.  All such  letters  of intent  are  subject to due
diligence and the execution of definitive  agreements.  It is  anticipated  that
definitive  agreements will be entered into in the second quarter of fiscal year
2001.

Digi Link Technologies Merger with IROC

     In December,  2000, Digi Link signed a definitive  reverse merger agreement
with IR Operating Corporation ("IROC"), a Delaware corporation, whose shares are
quoted on the  OTC-Bulletin  Board under the symbol,  IROC (OTC-BB:  IROC).  The
terms of the agreement  include a  share-for-share  exchange with IROC being the
surviving  company,  and as part of the  agreement,  the  name of the  surviving
corporation will be changed to Digi Link Technologies, Inc. ("Digi Link").

                                       15
<PAGE>
     In connection with the merger, IROC (n/k/a Digi Link) agreed to satisfy the
Company's debt to Murray Fox of $440,000 as follows: $125,000 upon closing and a
fifteen  month  note with  interest  at 8%  payable  monthly  and the  following
principal  payments:  $50,000  45 days  after  closing;  $50,000  90 days  after
closing;  plus  monthly  amortization  of balance of  principal  ($215,000)  and
interest over remaining months (i.e., approximately $18,000 per month).

     As of December 31, 2000, Digi Link  Technologies,  Inc. owned 2 specialized
mobile  radio FCC  licenses in the  wireless 220 MHz spectrum as well as a fixed
earth station FCC satellite  license.  Digi Link's  business focus is to network
independently  owned and  operated  200 MHz SMR  systems  throughout  the United
States and also create a wireless  Internet  portal that interfaces with 220 MHz
transmissions.  Current business plans include consolidating additional entities
that are  actively  engaged in the  management  or  development  of SMR systems.
Through  the  networking  of  these  independently  owned  SMR  systems  via the
Internet,  used in concert with Digi Link's dedicated  communications  satellite
license,  Digi Link's management hopes the Company in the future will be able to
provide a seamless,  cost-effective  telecommunications  package containing long
distance, voice mail, billing, internet data transmission, one-number access and
other value-added services throughout North America.

     Digi Link has a commitment with Communication Consulting,  Inc., which will
provide  funding for all costs  associated with the maintenance and operation of
all SMR  licenses  owned,  as well as those to be  acquired by Digi Link for one
year.  The Letters of Intent are subject to due  diligence  and the execution of
definitive agreements.

Computer Software And Hardware Products

     Beginning in late 1998,  the efforts of the Company have been  concentrated
on developing and marketing a line of proprietary computer software and hardware
to customers in the  entertainment  industry.  As described below, the Company's
products are designed to facilitate  sales  transactions  via electronic  media,
including the Internet.  The Company's line of data security and  communications
solutions  assists  customers  in  protecting  their  intellectual  property and
information  assets  from  access by  unauthorized  parties.  In  addition,  the
Company's products provide an alternative to traditional methods of bundling and
distributing software-based entertainment content through electronic media.

     To date,  the Company has  developed  the  following  proprietary  software
products:

     DigiGuardTM.  The  Company's  DigiGuardTM  product  consists  of a suite of
software   packages  to  support  the   locking,   unlocking,   and  playing  of
entertainment media and other software.  DigiGuardTM  protects data contained on
CD-ROMs and DVDs,  allowing the Company's  customers to securely  bundle various
entertainment  content, such as games, music and movies, on a single disc or for
transmission via the Internet.  DigiGuardTM  encrypts a customer's  software and
creates access keys, which are used to unlock protected,  content. End users may
purchase a key to unlock content by providing credit card payment information to
the Company by telephone or over the Internet.

     The DigiGuardTM product consists of the following components,  all of which
are fully developed and operational:

                                       16
<PAGE>

     MediaEncrypt - "Locks" or encrypts  content so it may not be used until the
     end-user purchases a key, as described above.

     Media Maker - Software,  which  bundles  several  "locked"  programs onto a
     single DVD-ROM or CD-ROM.  Also can be applied to programs for  downloading
     via the Internet.

     WebLink - Software which allows end-users to view selections  available for
     unlocking,  including  material  associated  with the  product  such as
     detailed product descriptions, demonstrations, and brief video previews.

     MediaUnlock - Software,  which operates at the Company's  unlocking  center
     and assists  end-users  in  purchasing  their  unlocking  keys.  Consists
     of two screens of fill-in-the-blanks (able to be completed via the Internet
     or by phone),  which capture credit card information  necessary to complete
     and verify the transaction.  Upon completion of the end-user's purchase
     request, the credit card information is validated and the key is available
     to unlock the product for immediate use and enjoyment.

     The  unlocking  activity is performed  only once,  at the time of purchase.
Thereafter,  whenever the customer  plays the purchased  product,  the Company's
encryption  technology  automatically  verifies  unlocking  and  access  to  the
purchased product. This verification is invisible to the customer.

     DigiGuardESDTM

     The Company is in the process of developing an enhanced encryption, content
distribution and licensing system known as DigiGuardESDTM. DigiGuardESDTM, which
contains many of the features of the Company's  DigiGuardTM product, is intended
to facilitate electronic commerce by providing a package which encrypts software
in such a manner that the software  provider may restrict use of the software as
agreed with the  end-user.  This will enable  software  producers to ensure that
each copy of their software  product is properly  licensed and may not be copied
without prior consent. This is an important feature of the DigiGuardESDTM system
and allows for a friendly,  convenient  way to help the end user comply with the
software content publisher's  licensing guidelines.  The DigiGuardESDTM  package
itself can be moved to another machine, or freely  redistributed - and each time
it is executed on another  machine it will provide the user the  opportunity  to
license or use the software or content contained in the object.

     For  example,  a software  provider may desire to sell its products so that
its programs may be run only on one specific  computer at any given time.  Under
this  scenario,  the program may be  transferred  from  computer to computer but
cannot  be copied  and  played on more than one  computer  unless  the  end-user
properly  registers and licenses the additional  copies.  However,  the software
provider  also  may  program  DigiGuardESDTM  so that the  end-user  may run the
encrypted product on any specific number of separate machines.

                                       17
<PAGE>
     DigiGuardESDTM also contains security measures, which were developed by the
Company for a previously  proposed  product known as MusicLockTM.  Because these
features  are  contained in the  DigiGuardESDTM  product,  MusicLockTM  has been
discontinued as a separate product.

     To date,  the Company has expended  approximately  $2,720,379  on research,
development and other costs associated with the DigiGuardESDTM product.

     The  DigiGuardESDTM  product is now fully developed and operational.  There
was only $90 in sales  during  fiscal year 2000 because the  development  of the
DigiGuard product was not completed until late in the fourth quarter and product
shipments  did not reach the  consumers  hands until the first  quarter 2000. We
anticipate  that as more DVD's reach the consumers  that revenues will increase,
but there can be no assurance.

New Product

     The Company  currently  is  developing a group of  additional  products and
services  which are  intended  to be a  comprehensive  package  for the  digital
delivery of video,  audio,  computer  gaming and software  packages,  along with
high-speed  Internet  access.  Each  data  package  would  be  encrypted  by the
Company's DigiGuardESDTM product to prevent unauthorized access.

     The Company would derive revenues by charging end-users monthly access fees
and/or  individual  fees for  certain  data  and  content  packages,  as well as
revenues which the Company may realize from other business opportunities derived
from  this  model  such as fees for  advertisements  that may be  included  with
packages.  This development  project has several hardware and software  products
designed to deliver  entertainment  content  from  content  providers  (Studios,
Labels, Game, and Software Companies,  etc.) to consumers,  on demand, and where
it makes the most  sense.  Greenleaf's  Entertainment  Portal  product is a next
generation  entertainment  component  that will allow  consumers  the ability to
store,  play,  and  manipulate  content on demand that has been delivered to the
home via satellite, cable and other high speed data channels.

     To date,  the  Company had  expended  approximately  $821,403 on  research,
development and other costs  associated  with this new product.  The Company has
entered into an agreement with NIVIS,  LLC regarding the development of this new
product.  Pursuant to that agreement,  NIVIS has agreed to develop and deliver a
prototype of the new product to the Company.

     On January 9, 2001,  the Company  announced  its Advocate  Energy  Metering
System.    Recognizing the demand for a consumer product that takes advantage of
a deregulated  energy market,  Austin based Greenleaf's  patent-pending  product
called "The Advocate",  once operational,  will provide technology and a network
that  has the  ability  to  provide  direct  and  dynamic  access  to  available
resellers,  as well as potentially  provide rewards for shifting  consumption to
off-peak hours. The Advocate  provides the consumer with access to all available
resellers in a given region and encourages transactions  electronically.  By way
of its  ability  to  monitor  energy  use,  the  Advocate  can also  provide  an
opportunity to begin  defining when power is used,  and  ultimately  present the
consumer  with real  incentives  to time shift their  consumption.  The Advocate
system is in the developmental stage, and Greenleaf anticipates that it will not
be  operational  until the fourth  quarter  2001.  The Company does not have the
necessary  financing to fund the  Advocate  systems  development  and is seeking
financial  commitments.  The Company  estimates that it will need  approximately
$5,000,000.00 to fund the completion of the development process before it can be
made available commercially.

                                       18
<PAGE>
Competition

     The computer and communications industries are highly competitive,  and the
Company  competes or will compete  with  substantially  larger  companies in the
development of marketable  computer  software  products,  for the acquisition of
communications licenses and for sales of communications  services. Many of these
companies have larger sales forces and more highly developed  marketing programs
as well as larger administrative  staffs, more available service personnel,  and
greater financial resources available to develop and market competitive products
and services.  The presence of these competitors may be a significant impediment
to the ability of the  Company to develop its  business.  In  addition,  many of
these companies have proven,  successful operating histories,  which the Company
lacks.

Reliance on Third Parties

     The Company's  products have been  developed  and  maintained  primarily by
Company  employees.  Because these software  encryption  products do not involve
traditional manufacturing processes, the Company is able to maintain development
and marketing efforts without relying on outside suppliers.  Because the Company
is still in the development stage and has generated only immaterial revenues, it
is not dependent on any particular customers.  However, the continuing operation
of the WIG joint venture is dependent  upon the  continuing  cooperation of WAMO
and Infogrames,  the Company's  partners in WIG, of which there is no assurance.
The DVD's  shipped for the WIG program  consisted  of 50,000  units with Diamond
Viper  Multimedia's  video card and 50,000 units with Toshiba's DVD upgrade kit.
No revenues  have been  realized  from this  program to date because no revenues
have  transferred  from Infogram's  account,  who was responsible for collecting
revenues for the unlock activity, to the Company's account.

Research & Development

     The Company has historically committed, and expects to continue committing,
significant  capital and resources for the ongoing  development  of its software
products. The Company spent approximately $1,511,000 on research and development
activities during the fiscal year ended September 30, 2000 and $1,700,000 during
fiscal 1999.

Employees

     At January 16, 2001,  the Company had a total of 31  employees,  all of who
are full-time employees.

                                       19
<PAGE>
Item 2.    Description of Property.

     The Company leases its corporate  offices  located at 8834 Capital of Texas
Highway,  Suite 150, Austin,  Texas 78759 pursuant to a written lease agreement.
The lease  agreement,  which  expires on June 30, 2003,  currently  provides for
minimum monthly payments of $13,848.

     The Company  also is party to a written  lease  agreement  for office space
located at 75 Route 27, Iselin,  New Jersey.  Pursuant to the provisions of that
agreement, the Company is responsible for minimum monthly payments of $5,659.92.
The  Company  has sublet the New Jersey  office  space to a third  party who has
agreed to pay, and to date has paid, the minimum monthly payments.

Trademarks

     On October 26, 1998, the Company filed,  with the U.S. Patent and Trademark
Office ("USPTO"),  applications to register "DigiGuard",  "MusicLock" and "GLFC"
as registered trademarks. Also on that date, the Company filed with the USPTO an
application to register  "Greenleaf  Technologies  Corporation",  in conjunction
with a unique design,  as a registered  trademark.  The Company is continuing to
pursue its trademark applications.

Patents

     On March 3, 2000, the Company filed for, but has not yet received, a patent
to protect a proprietary broadband  communications system, which the Company may
ultimately use in connection  with its proposed  business  operations  described
above under "New  Product".  The Company also intends to file for further patent
protection  regarding other  proprietary  software  and/or hardware  components,
which it is developing for use in connection with its business.  There can be no
assurance that the patent, or any other intellectual  property protection,  will
be granted.

Item 3.    Legal Proceedings.

     The Company is currently involved in certain legal proceedings.

     On  August  5,  1999,  three  individuals   associated  with  a  non-active
corporation  filed a  complaint  in the 53rd  Judicial  District  Court,  Travis
County, Texas. The defendants in that suit are the Company, one of its officers,
two other  employees,  and an attorney for the Company.  Plaintiffs  allege that
defendants  misappropriated  assets and trade secrets allegedly belonging to the
non-active  corporation.  Plaintiffs seek unspecified  monetary damages and also
request an injunction seeking to prevent further use of the allegedly  converted
corporate  assets and trade secrets.  The Company and the individual  defendants
have  answered  the  complaint  and  intend to  vigorously  defend  against  the
plaintiffs' claims. No discovery proceedings have been completed at this time.

                                       20
<PAGE>

     On  April  11,  1997,  a  complaint  was  filed  against  National  Capital
Corporation  ("NCC"), a former subsidiary of the Company, and against the former
President  of NCC,  by an  individual  who  previously  lent money to the former
President of NCC. The complaint was filed in the 200th Judicial  District Court,
Travis  County,  Texas.   Plaintiff  contends  that  approximately  $86,000  was
illegally  converted  by NCC and/or the former  President  of NCC, who has since
declared  bankruptcy.   This  claim  has  been  partially  settled  through  the
application  of proceeds from a sale of the former  President's  property by the
bankruptcy  trustee.  The Company believes that its potential  liability in this
matter could be approximately $50,000.

     On July 7, 2000, a former  employee of the Company  filed suit in the 201st
Judicial  District  Court,  Travis County,  Texas,  against each of the Company,
Leonard Berg,  Christopher  Webster,  Richard Margulies,  and Richard Wachs. The
former  employee  alleges  that (1) in July 1998 he  entered  into a  settlement
agreement in connection with his  termination of employment by the Company,  and
(2) the Company breached the alleged settlement  agreement.  The former employee
seeks  approximately  34,782  shares of the Company's  common stock,  options to
purchase  approximately  44,268 shares, and unspecified monetary damages alleged
to have been  suffered.  The Company  intends to vigorously  defend  against the
former employee's claim.

     On October 18, 1999, the Company filed a petition for declaratory  judgment
and  injunctive  relief in the 201st  Judicial  District  Court,  Travis County,
Texas, against two defendants. One defendant is a former at-will employee of the
Company  who was  employed  by the  Company  for less than two weeks.  After the
Company terminated its at-will employment of the first defendant, that defendant
sent the Company a letter,  which demanded that the Company pay him cash, shares
of common  stock and options to  purchase  common  stock  pursuant to an alleged
three-year  employment  agreement.  The  Company  did not  enter  into  any such
agreement with the first defendant.  After the first defendant was terminated by
the Company,  the second  defendant also sent the Company a letter alleging that
the Company  agreed to employ him for three years and that he was an employee of
the Company.  The Company never employed the second  defendant and did not enter
into any  agreement to employ the second  defendant.  In the second  defendant's
letter to the Company,  he also demanded that the Company pay him money,  shares
of common stock and options to purchase  common stock.  The Company seeks return
of  proprietary  information  improperly  retained  by the  first  defendant,  a
declaration  that  the  employment  agreements  alleged  by the  defendants  are
unenforceable,  and an  injunction  preventing  the  defendants  from  providing
Company  information  to any other  persons.  The Company has filed a motion for
summary judgment in this matter, which currently is expected to be considered by
the court in August 2000.

     The Company currently does not believe that adverse rulings in any of these
proceedings would have a material adverse effect on the Company's operations.

                                       21
<PAGE>
     In a lawsuit filed in the 261st  Judicial  District  Court,  Travis County,
Texas,  on  January  14,  1999,  a former  officer of the  Company  and a former
consultant to the Company alleged that the Company  breached  employment  and/or
service agreements. In May 2000, this matter was settled by the Company agreeing
to pay  $50,000 in cash as well as issue an  aggregate  of  3,000,000  shares of
restricted stock to the claimants plus an aggregate of 100,000 shares in payment
of legal fees. An additional 3,000,000 shares of common stock were issued in the
claimants'  names but are being  held in escrow  until May 6,  2001.  After that
date,  the shares in escrow  will be  distributed  to the Company if the average
closing price for the Company's common stock for the 90-day period ending on May
5, 2001 (the "May 2001 Average  Price") is at least $1.00 per share.  If the May
2001 Average Price is less than $1.00 per share, the claimants will receive that
number of shares equal to 3,000,000  multiplied by the difference  between $1.00
and the May 2001 Average Price, and any remaining shares will be returned to the
Company.

     As described above in  "Development  of Software and Technology  Products",
the Company  filed the  Gameverse  Lawsuit on December  6, 1999.  The  Gameverse
Lawsuit was filed in the United  States  District  Court for the District of New
Jersey against Riverside Group, Inc.,  Cybermax,  Jared Nielsen,  Catherine Gray
and J. Stephen Wilson.  At the time the Acquisition  Agreement was entered into,
Gameverse was a wholly owned subsidiary of Cybermax,  and Cybermax, in turn, was
a wholly owned  subsidiary of Riverside  Group,  Inc.  ("Riverside").  The three
individual   defendants  were  officers  and/or  employees  of  Cybermax  and/or
Riverside  at all times  relevant to the  Gameverse  Lawsuit.  In the  Gameverse
Lawsuit,  the Company  sought formal  rescission of the  Acquisition  Agreement,
return of all  payments  made by the  Company  (including  all common  stock and
options to purchase common stock issued to Cybermax),  compensatory and punitive
damages,  interest, and all costs incurred by the Company in connection with the
Gameverse Lawsuit.  By written agreement dated January 28, 2000, all the parties
to the Gameverse  Lawsuit except Jared Nielsen  settled their  disputes  without
admitting fault or liability and agreed to dismiss the suit.

     The material  terms of the Gameverse  Lawsuit  settlement  consisted of the
following:

     o Cybermax  retains options to purchase  2,000,000  shares of the Company's
       common stock for $.25 per share until September 30, 2003;
     o All other  options  issued to Cybermax in  connection  with the Gameverse
       acquisition are cancelled;
     o Cybermax retains  10,000,000  shares previously issued in connection with
       the Gameverse acquisition;
     o 1,687,585 shares previously issued to Cybermax are cancelled;
     o 3,000,000 shares are held in escrow (the "Gameverse Escrow");
     o Shares held in the Gameverse  Escrow are to be sold and the proceeds used
       to fund a mutually agreeable, equally owned, joint venture by the Company
       and Riverside for the marketing of technology and Internet-related
       products.  If, after utilizing their best efforts and negotiating in good
       faith, the Company and  Riverside  are  unable  to agree on the form  and
       operation of the joint venture, the proceeds  from the  Gameverse  Escrow
       shares will be distributed equally to the Company and Riverside;
     o The Company  receives  an option to  purchase  up to five  percent of the
       outstanding equity interests in Cybermax for $1,000,000 until September
       30, 2003;
     o Riverside   appoints   the   Company  as  its   exclusive   vendor  for
       encryption-related products on an as-needed basis at fair market value;
     o Riverside  agrees to  retain  Future  Com,  the  Company's  wholly-owned
       subsidiary, for the use of  satellite  air time and  related  technology
       on an as-needed basis at fair market value;

                                       22
<PAGE>
     o Riverside forgives and discharges $111,820 previously owed by the Company
       to  Riverside  in  connection  with  employee-related  expenses  incurred
       in the acquisition of Gameverse; and
     o The  defendants  who  participated  in  the  settlement  have  agreed  to
       indemnify  the Company  against any costs or damages that may be incurred
       by the Company in connection with any claims that may be  brought  by Mr.
       Nielsen regarding Gameverse.

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

     a) The Annual Meeting of Shareholders  was held on January 5, 2000, and the
results were previously  reported in the Company's report on Form 10-QSB for the
quarter ended June 30, 2000.

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters.

     Prices for the Company's Common Stock were quoted on the OTC Bulletin Board
(the "Bulletin Board") until December 1, 1999, after which date the Common Stock
was no longer quoted due to certain new requirements for the Bulletin Board. The
Company is attempting to meet the new  requirements,  and, as described above in
"Part I - Introduction",  the Company  currently is in the process of responding
to comments by the SEC staff. After the Company has satisfactorily addressed all
comments,  it will reapply for listing on the Bulletin Board.  Continued listing
on the Bulletin  Board  requires that the Company remain current in its required
annual (Form 10-KSB) and quarterly (Form 10-QSB) reports.

     The  Company's  common stock is quoted on the "pink  sheets" at the current
time in the over-the-counter market under the symbol, "GLFC".

     The Company had  151,159,743  shares of Common Stock issued and outstanding
as of January 8, 2001,  which were held by  approximately  435  stockholders  of
record.

Market Price Of The Common Stock

     The  following  table sets forth the range of high and low sales prices per
share of the Common Stock as reported by CNBC quotation services for the periods
indicated.

        Year Ended September 30, 2000                High                  Low
        -----------------------------------------------------------------------

        First Quarter                                $.70                  $.30
        Second Quarter                              $3.01                  $.44
        Third Quarter                               $2.03                  $.99
        Fourth Quarter                              $1.91                  $.27

                                       23
<PAGE>

        Year Ended September 30, 1999                High                  Low
        -----------------------------------------------------------------------

        First Quarter                               $2.50                  $.375
        Second Quarter                              $2.437                $1.125
        Third Quarter                               $1.406                $.468
        Fourth Quarter                              $.55                  $.312

Dividends

     The Company has not declared or paid any cash dividends on its Common Stock
since its formation and does not presently  anticipate paying any cash dividends
on its Common Stock in the foreseeable future.

Recent Sales of Unregistered Securities.

     During the past three  years,  the Company has issued  shares of its common
stock,  warrants  to  purchase  shares  of its  common  stock,  and  convertible
debentures in the transactions  described below,  which securities and offerings
were not registered  under the  Securities  Act of 1933 (the "1933 Act").  These
securities were issued in reliance on the exemption from  registration  provided
by  Section  4(2) of the 1933 Act  and/or  by the  provisions  of  Regulation  D
promulgated  under the 1933 Act. In reliance  on these  exemptions,  the Company
reasonably  believed that the individuals and/or entities to whom the securities
were issued were either (1) sophisticated investors who were knowledgeable about
the Company's  operations and financial  condition at the time of receipt of the
securities  and were able to  evaluate  the risks and  merits of  receipt of the
securities,  or (2) accredited investors,  as that phrase is defined in Rule 501
of  Regulation  D. In some  instances,  stock was issued to  certain  persons in
exchange for services performed for the benefit of the Company and each of those
persons agreed to accept the shares as compensation for the designated  portions
of the services they had performed.  For additional information regarding shares
issued to  employees  and/or  directors of the  Company,  see "Item 13.  Certain
Relationships  and  Related   Transactions".   The  transactions   included  the
following:

     o During the period from October 1, 2000 to December 31, 2000, an aggregate
       of 8,709,243 shares were issued in private  placement  transactions to 19
       persons in exchange for aggregate cash  consideration  of $2,283,405.  An
       aggregate  of 120,000  shares,  valued by the  Company at  $59,300,  were
       issued to 1 employee of the Company  for  employment-related  services on
       behalf of the Company.  Also,  separate issuances were made to 6 persons,
       none of whom was a director or executive  officer of the  Company,  of an
       aggregate of 2,904,040  shares,  valued by the Company at $1,527,439,  as
       compensation for services performed on behalf of the Company. Included in
       the  above  share  and  dollar   amounts,   the  Company  issued  to  MRT
       Technologies  (Ritek),  an aggregate of 1,854,462  shares  ($944,191)  as
       compensation  for  services  performed  on behalf of the  Company  and an
       aggregate  of   1,755,000   shares   ($600,000)   in  exchange  for  cash
       consideration.

     o During  the  period  from  October  1, 1999 to  September  30,  2000,  an
       aggregate  of  13,120,538   shares  were  issued  in  private   placement
       transactions  to 68 persons in exchange for aggregate cash  consideration
       of  $3,917,131.  An  aggregate  of  6,166,200  shares  were  issued  to 8
       employees and/or directors of the Company for employment-related services
       on  behalf  of the  Company.  Also,  separate  issuances  were made to 13
       persons, none of whom was a director or executive officer of the Company,
       of  an  aggregate  of  4,302,654  shares  as  compensation  for  services
       performed on behalf of the Company. The value recorded by the Company for
       the shares issued for employment-related  services and other services was
       $13,855,993.  Also during this period,  6,775,000  shares,  valued by the
       Company at  $3,155,575,  were  issued in  connection  with the  Company's
       acquisition of Future Com and SMR Licenses.

                                       24
<PAGE>
     o In July 2000 the Company  sold to an investor an  aggregate  of 4,370,356
       shares  of  common  stock in  exchange  for a total  cash  investment  of
       $1,090,589.  This investor originally desired to purchase 4% Subordinated
       Convertible  Debentures described above.  However, the Company determined
       that the  potential  sales of common stock  described  in this  paragraph
       would be more  desirable  to the  Company,  and it was able to  negotiate
       these  terms.  This  investor  may  ultimately  invest  up to a total  of
       $6,000,000  as  negotiated  with the  investor  based  on the  investor's
       original inquiry  regarding the possibility of acquiring  debentures.  In
       initial  negotiations,   the  Company  and  the  investors  agreed  on  a
       $4,250,000  investment for shares of common stock at the rate of $.25 per
       share.  The investor  later desired to increase its  investment,  and the
       additional  $1,750,000 of the  investment was agreed for shares of common
       stock at the rate of $.30 per share,  which price was negotiated based on
       an increase in the market price of the  Company's  common stock after the
       initial negotiations with the investor. The Company utilized the services
       of GPS, Ltd. as placement agent in connection with this transaction,  and
       has agreed to pay the placement agent  compensation in an amount equal to
       10  percent  of  the  investor's  total   investment   pursuant  to  this
       transaction.

     o In May 2000,  the Company  sold to an investor an  aggregate of 1,200,000
       shares of common stock and warrants to purchase up to 1,200,000 shares of
       common  stock at an exercise  price of $.50 per share until May 11, 2002,
       in exchange for a total cash investment of $600,000.

     o Between  October 1, 1999, and May 15, 2000, the Company raised a total of
       $4,240,000  through  private  placement  sales  of  its  4%  Subordinated
       Convertible  Debentures.  The terms of the private  placement  sales were
       negotiated  during  September  and October  1999,  during  which time the
       market price for the Company's common stock was between $.40 and $.50 per
       share.  The  debentures  accrue  interest at the rate of four percent per
       year and are  convertible  into  shares of the  Company's  common  stock.
       Unpaid  principal  and interest on $1,750,000  of the  debentures  may be
       converted  into shares at a rate equal to the lesser of (i) 80 percent of
       the average closing bid price for the Company's common stock for the five
       trading  days  immediately  preceding  conversion,  or (ii) $.25.  Unpaid
       principal and interest on $2,690,000 of the  debentures  may be converted
       into  shares  at a rate  equal to the  lesser  of (i) 80  percent  of the
       average  closing bid price for the  Company's  common  stock for the five
       trading days immediately preceding conversion,  or (ii) $.20. The Company
       utilized the services of Best Holdings,  Ltd. and J.P. Carey  Securities,
       Inc.  as  placement  agents  in  connection  with  the  placement  of the
       debentures.  The  Company  has  agreed to pay each  placement  agent cash
       compensation  in an amount equal to 10 percent of all debentures  sold by
       that  placement  agent.  The  Company  also  has  agreed  to issue to the
       respective  placement  agents,  for each $1 million of debentures sold by
       that  placement  agent,  a  five-year  warrant to  purchase up to 200,000
       shares of common stock for $.20 per share.

                                       25
<PAGE>
     o During the Company's  fiscal year ended  September 30, 1999, an aggregate
       of 8,764,000 shares were issued in private  placement  transactions to 28
       persons in exchange for aggregate cash  consideration  of $1,472,500.  An
       additional  11,500,000  shares,  valued by the Company at  $21,977,  were
       issued in connection  with the Company's  acquisition  of Gameverse.  For
       further  description of these  acquisitions,  see "Item 1. Description of
       Business". Separate issuances were made to 20 persons, none of whom was a
       director  or  executive  officer  of  the  Company,  of an  aggregate  of
       4,704,912 shares as compensation for services  performed on behalf of the
       Company.  An additional  2,000,000  shares were issued to a consultant in
       exchange for the  consultant's  commitment  to enter into an agreement to
       provide professional services to the Company, 1,000,000 shares were later
       returned.  Finally, an aggregate of 2,449,356 shares were issued to seven
       employees and/or directors of the Company for employment-related services
       on behalf of the  Company.  The value  recorded  by the  Company  for the
       shares  issued for  employment-related  services  and other  services was
       $4,502,838.

     o From the  Company's  inception  through  fiscal year ended  September 30,
       1998, an aggregate of 6,216,269  shares were issued in private  placement
       transactions in exchange for aggregate cash  consideration of $1,574,066.
       An  aggregate  of  8,685,414  shares  were  issued  to  employees  and/or
       directors of the Company for employment-related services on behalf of the
       Company,  and  individuals,  none of whom  was a  director  or  executive
       officer of the Company for services  rendered.  The value recorded by the
       Company for the shares issued for  employment-related  services and other
       services was  $2,159,239.  The Company issued 20,000 shares in payment of
       accrued liabilities, for which the Company recorded a value of $5,000.

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

Plan of Operation

     The Company is marketing  its  encryption  products to other  businesses as
alternatives to traditional marketing devices. For example, if a manufacturer of
computer games did not have access to encryption devices, it would be faced with
the prospect of packaging  only one game per CD-ROM disc; if an end user desired
to purchase additional games, the manufacturer would incur additional  packaging
and shipping costs for each disc delivered.  The Company's products are designed
to save packaging and shipping  costs by allowing  multiple games to be packaged
on a single CD-ROM disc. In addition, the Company's Internet-related  encryption
devices  allow games to be sold directly to the end-user  without  incurring any
packaging or shipping costs.

     The Company's  strategy is to build  strategic  alliances  with  businesses
involved in the manufacture,  marketing and distribution of products on computer
discs or over the Internet.  The Company revenues would result from sales of its
encryption  devices to those  businesses.  To this end,  the  Company  has built
interlocking strategic relationships with product providers,  distributors,  and
support  providers.  The Company  believes that the largest  opportunity for its
products and services companies in the entertainment industry, and its strategic
alliances  are aimed at capturing  future  revenues by selling to  businesses in
that industry.

                                       26
<PAGE>

     The  DigiGuardESDTM  product is now fully developed and operational.  There
was only $90 in sales  during  fiscal year 2000 because the  development  of the
DigiGuard product was not completed until late in the fourth quarter and product
shipments  did not reach the  consumers  hands until the first  quarter 2000. We
anticipate  that as more DVD's reach the consumers  that revenues will increase;
however, there can be no assurances.

     The principal  accountant's report on the financial statements for the past
fiscal  year  contains  a  statement  to the  effect  that  the  Company  has an
accumulated  deficit at September 30, 2000, which raised substantial doubt about
the Company's  ability to continue as a going concern.  The  continuation of the
Company as a going  concern is dependent  on its ability to generate  sufficient
operating cash flows and/or equity or debt financing to meet its obligations and
sustain its  operations.  There can be no  assurance  that the  Company  will be
successful in raising any required additional financing.

     As described above under "New Product" and  "Acquisition Of  Communications
Business",  management of the Company has  identified  and intends to pursue new
business opportunities in the communications industry. Specific opportunities in
this area  include  the  wireless  high-speed  delivery of data to end users via
satellite.  For  example,  the speed of  traditional  data  delivery  is limited
because it is conducted through ground-based wires and cables. Because satellite
communications  are not  constrained  by  these  physical  limitations,  data is
delivered  much more  quickly.  Management  believes  that  consumer  demand for
digital  entertainment,  software  products and  high-speed  Internet  access is
strong and will increase as access systems,  such as the Company's  proposed new
product,  become more widely available.  There are no assurances,  however, that
the Company will be able to successfully develop this new business,  and has not
been  able  to do so  to  date.  No  sales  have  been  realized  through  these
technologies because they are in the development stages.

     The following is a discussion  and  comparison  of the Company's  financial
condition  and  results  of  operations  as of and for the  fiscal  years  ended
September 30, 2000 and 1999.  These  discussions  should be read in  conjunction
with the  Company's  financial  statements,  the notes  related to the financial
statements, and the other financial data included in this Form 10-KSB.

Revenues

     The Company had  revenues  of $90 for the fiscal year ended  September  30,
2000 ("2000")  compared to $28,501 for the fiscal year ending September 30, 1999
("1999"), which were derived primarily from web-site design services provided by
the Company's Gameverse, Inc subsidiary. The DigiGuardESDTM product is now fully
developed and  operational.  There was only $90 in sales during fiscal year 2000
because the development of the DigiGuard product was not completed until late in
the fourth quarter and product shipments did not reach the consumers hands until
the first  quarter 2000.  Ultimately we anticipate  that as more DVD's reach the
consumers that revenues will increase; however, there can be no assurances.

                                       27
<PAGE>
Gross Profit

     The  Company  did not  report  any  gross  profit  for 2000 due to  minimal
revenues  during  the  reporting  period  as a result of the  DigiGuard  product
becoming  available  late  in the  fourth  quarter  and  the  occurrence  of the
remaining  development cost throughout  fiscal year 2000. The company did record
gross  profit of $13,529  for 1999,  which were  associated  with the web design
projects at Gameverse, Inc.

Compensation Expenses

     Compensation   expenses  totaled  $5,784,346  for  the  fiscal  year  ended
September 30, 2000, or an increase of $4,746,664  over the comparable  period in
1999. The increase was due to new employment contracts with current officers and
additional personnel hired during the period.

Selling Expenses

     Selling  expenses for the fiscal year ended September 30, 2000 decreased by
$12,922 to $62,097 as compared with these  expenses  $75,019 for the fiscal year
ended  September 30, 1999.  This is due to the company having  completed a large
portion of the selling cost in fiscal year 1999.

Administrative Expenses

     Administrative  expenses  for the fiscal  year  ended  September  30,  2000
increased by  $36,264,661  to  $41,272,563  as compared to the same  category of
expenses  for the fiscal  year  ended  September  30,  1999 of  $5,007,902.  The
increase was principally due to the issuance of common stock for cost associated
with business  development,  fund raising,  outside  services,  acquisitions and
employee compensation.

Other Income and Expense

     Other  income and  expense  for the fiscal  year ended  September  30, 2000
increased  to a net income  amount of $293,805 as compared to net income for the
fiscal year ended  September 30, 1999 of $238,984.  The increase of $54,821 is a
result of an increase in interest  income of  $118,906,  offset by a decrease in
forgiveness  of debt of  $111,820  and the  inclusion  of the net  income of the
minority interest in Digi Link for $47,735.

     Interest  income for the fiscal period  totaled  $246,070 or an increase of
$118,906.  The increase was due to interest earned on private placement proceeds
and from stock subscription notes receivable.

                                       28
<PAGE>
Liquidity and Capital Resources

     Greenleaf's cash position was $637,485 as of September 30, 2000 as compared
with $86,372 as of September 30, 1999, or an increase of $551,113.

     Cash flows from  activities  during the  twelve-month  period used cash and
cash  equivalents of $52,478,052,  which resulted from a net loss of $47,035,777
adjusted for depreciation and amortization, an increase in assets of $6,113,891,
offset by an increase in current liabilities of $603,674.

     In addition,  cash and cash  equivalents were used to purchase fixed assets
of  $569,529  and  offset  by  recording  minority  interest  in net  assets  of
subsidiaries $119,368 totaling $450,161.

     The net cash and cash  equivalents  provided  by  financing  activities  of
$53,479,326 for the fiscal year ending September 30, 2000, consisted of proceeds
from the  issuance of common  stock  amounting  to  $48,799,338,  an increase in
borrowing of $20,346,  and the issuance of long term debt  totaling  $4,444,000.
These proceeds funded operating activities during the fiscal period.

     During the next twelve  months,  the Company plans to satisfy any currently
unforeseen cash  requirements  through  additional debt and/or equity financing.
There can be no  assurance  that the Company will be  successful  in raising any
required additional financing.  Because of a recent Letter of Intent that it has
entered  into,  the Company  anticipates  that it will have  sufficient  capital
resources to continue  current  operations for the next twelve months;  however,
there is no assurance that currently  unforeseen cash requirements may not arise
in the future or that  anticipated  funding  commitments will  materialize.  The
company,  on January  16,  2001,  announced  that its Board of  Directors,  at a
special  meeting  signed  of a letter  of  intent/Term  Sheet to sell 51% of the
outstanding stock of it and its subsidiary, Greenleaf Ventures, Inc., a Delaware
Corporation to J-Tex Corporation,  a Nevada corporation for $34 million in cash,
or the equivalent of $0.1754 per  outstanding  shares of GTC. The acquisition is
contingent  upon  J-Tex's  securing  the  necessary  financing  to complete  the
transaction,  satisfactory  due  diligence by all parties,  the obtaining of any
necessary regulatory and shareholder approvals,  and the provision of contingent
interim funding by J-Tex to GTC. The agreement  provides that J-Tex will provide
for contingent  interim funding of $2 million by January 24, 2001, or as soon as
thereafter  as  practicable,  in exchange  for GTC common  stock.  The amount of
contingent  financing  shall be  deducted  from the final  purchase  price.  The
agreement  further  provides  that the parties will  attempt to have  definitive
agreements  signed by February 15, 2001.  There are no  assurances  at this time
that this transaction will be completed.

     As of the date of this  filing,  the company is unable to meet its maturing
financial  obligations,  while the company  continues to explore  other  funding
alternatives; there are no assurances that it will be successful in doing so.

     As of the  date of this  filing,  due to  existing  financial  constraints,
certain key executives  (including Messrs.  Berg, Webster,  LoVerme and Parsons)
have agreed to defer compensation.

     In  relation  to the  Company's  recent  inability  to meet  its  financial
obligations, it has also fallen delinquent in its federal payroll tax. The Board
of  Directors  has  adopted a  resolution  on to  immediately  bring the company
current  in  its  federal  payroll  tax  obligation  following  its  receipt  of
sufficient funding.

                                       29
<PAGE>
     As of the  date  of  filing  of  the  Company's  Form  10-KSB,  there  were
commitments for material  capital  expenditures  to Nivis LLC for  approximately
$473,181, which cannot be currently met.

Impact of Recently Issued Accounting Pronouncements

     The Company follows Generally Accepted  Accounting  Principles  ("GAAP") in
its  accounting  methods.  The impact of accounting  standards,  which have been
released but not yet adopted  into GAAP,  is required to be disclosed as part of
this "Item 2. Management's Discussion and Analysis or Plan of Operation".  There
are no applicable  disclosures  required as of the date of filing this Amendment
No. 1 to the  Company's  General Form For  Registration  Of  Securities  on Form
10-KSB.

Item 7.    Financial Statements.

     See accompanying Table of Contents to Consolidated  Financial Statements on
page F-1 following Item 7 to this Report.

                                       30
<PAGE>

                          Index To Financial Statements


     Financial  Statements  For The Fiscal  Years Ended  September  30, 2000 and
September 30, 1999

Auditor's Report.............................................................F-1

Consolidated Balance Sheets
September 30, 2000 and 1999..................................................F-2

Consolidated Statements Of Operations & Accumulated Deficit
Year ended September 30, 2000 and 1999.......................................F-3

Statement Of Changes In Stockholders' Equity
Inception Through September 30, 2000 ........................................F-4

Consolidated Statements Of Cash Flows
Year Ended September 30, 2000 and 1999.......................................F-5

Notes To Financial Statements................................................F-6

                                       31
<PAGE>
                          INDEPENDENT AUDITORS REPORT

The Board of Directors
And Stockholders
Greenleaf Technologies Corporation
8834 Capitol of Texas Highway
Suite 150
Austin, TX 78759

     We have audited the accompanying  consolidated  balance sheets of Greenleaf
Technologies  Corporation and subsidiaries as of September 30,2000 and 1999, and
the related statements of operations,  stockholders'  equity, and cash flows for
the years then ended. These financial statements are the responsibilities of the
company's  management.  Our  responsibilities are to express an opinion on these
financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of  Greenleaf  Technologies
Corporation and  subsidiaries as of September 30, 2000 and 1999, and the results
of  operations  and cash flows for the year ended in conformity  with  generally
accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial statements,  the Company has suffered recurring losses from operations
and,  as of  September  30,  2000,  has  a net  capital  deficiency  that  raise
substantial doubt about its ability to continue as a going concern. Management's
plan in regard  to these  matters  is also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



GERALD BRIGNOLA, CPA, PA
Hackensack, New Jersey
January 15, 2001

                                       F-1

                                       32
<PAGE>


               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                  September 30,

                                        ** 2000 **       ** 1999 **
ASSETS

CURRENT ASSETS
Cash in bank                           $   637,485      $    86,372
Prepaid expenses                            75,814          164,312
                                       ------------     ------------

Total Current Assets                       713,299          250,684
                                       ------------     ------------

PROPERTY & EQUIPMENT - net                 614,177          139,590
                                       ------------     ------------
OTHER ASSETS
Product development                        392,095
Unsecured notes receivable                 739,366
SMR licenses                             2,120,375
Deposits on SMR licenses                 1,011,200
Security deposits                            8,281            7,981
                                       ------------     ------------
                                         4,271,317            7,981
                                       ------------     ------------
TOTAL ASSETS                           $ 5,625,793      $   398,255
                                       ============     ============




     See accountant's report and notes to financial statements




                                       F-2

                                       33
<PAGE>

               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                  September 30,

LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIENCY)

                                        ** 2000 **       ** 1999 **
CURRENT LIABILITIES
Accounts payable                       $   341,254      $   308,664
Loans payable                                                25,000
Accrued expenses & taxes                   931,339          360,255
Due to related parties                     518,865          253,877
                                       ------------     ------------
Total Current Liabilities                1,791,458          947,796
                                       ------------     ------------

LONG-TERM LIABILITIES
4% Convertible Debentures                4,440,000
Minority interest in net
assets of subsidiary                       119,368
                                       ------------     ------------
                                         4,559,368                0
                                       ------------     ------------
TOTAL LIABILITIES                        6,350,826          947,796
                                       ------------     ------------

STOCKHOLDERS' EQUITY
Common stock, $.001 par
value 300,000,000 shs
authorized & 121,414,119 &
65,961,016 shs issued &
utstanding, respectively                   121,414           65,961
Additional paid in capital              61,104,087       12,360,202

Less: stock subscription
and interest receivable                 (4,818,539)     ( 2,879,486)
Less: Treasury stock
(1,989,093 shs)                         (   35,182)     (    35,182)
Deficit accumulated during
development stage                      (57,096,813)     (10,061,036)
                                       ------------     ------------
TOTAL STOCKHOLDERS'
(DEFICIENCY)                              (725,033)    (    549,541)
                                       ------------     ------------
TOTAL LIABILITIES &
 STOCKHOLDERS'
 EQUITY                                $ 5,625,793      $   398,255
                                       ============     ============


     See accountants' report and notes to financial statements

                                       F-2

                                       34
<PAGE>

               GREENLEAF TECHNOLOGIES CORPORTION AND SUBSIDIARIES
                          (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF OPERATIONS & ACCUMULATED DEFICITS
                            Years ended September 30

                               Inception
                               to Date             **2000**           **1999**
                             ------------        -----------        -----------

REVENUE                      $    42,637         $       90         $   28,501

COST OF SALES                     97,798             82,826             14,972
                             ------------        -----------        -----------
GROSS PROFIT                     (55,161)           (82,736)            13,529
                             ------------        -----------        -----------


SELLING EXPENSES                 442,665             62,097             75,019

OPERATING &
ADMINISTRATIVE
EXPENSES
  Compensation                 7,476,203          5,784,346          1,037,682
  Administrative              49,229,445         41,272,563          5,007,902
  Interest                       142,465            127,840             11,228
                             ------------       ------------        -----------
                              57,290,778         47,246,846          6,131,831

OTHER INCOME & (EXPENSE)
  Interest income                389,571            246,070            127,164
  Forgiveness of debt            111,820            111,820
  Minority interest in
  net income of subsidiary        47,735             47,735
  Loss in investments         (  300,000)
                             ------------       ------------        -----------
                                 249,126            293,805            238,984
                             ------------       ------------        -----------
NET LOSS                     (57,096,813)       (47,035,777)        (5,879,318)

Deficit accumulated
during development
stage-beg                              0        (10,061,036)        (4,181,718)

Deficit accumulated
during development
stage -end                  ($57,096,813)      ($57,096,813)      ($10,061,036)
                            =============      =============      =============

Earnings per share-
basic                                               ($0.387)           ($0.089)
                                               =============      =============

            See accountants' report and notes to financial statement


                                       F-3

                                       35
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                      Inception Through September 30, 2000


<TABLE>
<CAPTION>
                                                                                  Capital In        Stock       Accum Deficit
                                                       Common                     Excess Of     Subscription       During
                                                       Shares        Amount       Par Value      Receivable     Devel. Stage
                                                    --------------------------------------------------------------------------
<S>                                                 <C>              <C>          <C>           <C>             <C>

Net Loss Prior Years                                                                                             $ (240,075)
Cash In Private Offering                                206,500       $ 206       $ 206,294
Stock Issued in Exchange For Berg Companies             902,961         902               -
Stock Issued in Exchange For Clearview Industries     8,964,881       8,965               -
Sale Of Stock                                         6,216,269       6,217       1,567,849
Conversion Of Warrants/Options                          942,908         943         140,494
Shares Issued For Services                            8,685,414       8,686       2,150,553
Stock Issued In Payment Of Liabilities                   20,000          20           4,980
Net Loss For Year                                             -           -               -                      (3,941,643)
                                                   ---------------------------------------------------------------------------
Balance Sept. 30, 1998                              25,938,933       25,939       4,070,170                      (4,181,718)
                                                   ---------------------------------------------------------------------------
Less Stock Subscriptions Receivable                                                              (2,879,486)
Stock Issued In Payment Of Gameverse Inc.            11,500,000      11,500          10,477
Stock Held In Escrow For Future Acquisitions By
    Gameverse & Greenleaf Technologies                               (1,500)
Conversion Of Warrants/Options                       12,092,908      12,092       2,810,135
Stock Returned From Director                           (489,093)
Stock Returned From Vendor                           (1,000,000)                   (488,000)
Sale Of Stock                                         8,764,000       8,764       1,463,736
Shares Issued For Services                            9,154,268       9,154       4,493,684
Rounding $                                                               12
Net Loss For Year                                             -           -               -                      (5,879,318)
                                                   ---------------------------------------------------------------------------
Balance Sept 30, 1999                               65,961,016      65,961      12,360,202      (2,879,486)     (10,061,036)
                                                   ---------------------------------------------------------------------------
Sale Of Stock                                        13,120,538      13,120       3,904,011
Conversion Of Warrants/Options                       18,988,711      18,989       2,275,633
Less Stock Subscriptions Receivable                                                             (1,939,053)
Shares Issued For Services                           10,468,854      10,469      13,845,524
Options Issued For Services                                                      19,482,517
Stock Issued For Payment Of Future Com &
   SMR Licenses                                       6,775,000       6,775       3,148,800
Stock Issued In Settlement of Legal Action            6,100,000       6,100       6,087,400
Net Loss For Year                                             -           -               -                     (47,035,777)
                                                   ---------------------------------------------------------------------------
Balance Sept. 30, 2000                             121,414,119   $ 121,414    $ 61,104,087     $(4,818,539)   $ (57,096,813)
                                                   ---------------------------------------------------------------------------
</TABLE>

            See accountants' report and notes to financial statement

                                       F-4

                                       36
<PAGE>

              GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                      Inception Through September 30, 2000

<TABLE>
<CAPTION>

                                                                                      Total
                                                              Treasury Stock       Stockholders
                                                         Shares        Amount    Equity (Deficit)
                                                         ----------------------------------------
<S>                                                      <C>           <C>       <C>
Net Loss Prior Years                                                             $     (240,075)
Cash In Private Offering                                                                206,500
Stock Issued in Exchange For Berg Companies                                                 902
Stock Issued in Exchange For Clearview Industries                                         8,965
Sale Of Stock                                                                         1,574,066
Conversion Of Warrants/Options                                                          141,437
Shares Issued For Services                                                            2,159,239
Stock Issued In Payment Of Liabilities                                                    5,000
Net Loss For Year
                                                         ----------------------------------------
Balance Sept. 30, 1998                                                                  (85,609)
                                                         ----------------------------------------
Less Stock Subscriptions Receivable                                                  (2,879,486)
Stock Issued In Payment Of Gameverse Inc.                                                21,977
Stock Held In Escrow For Future Acquisitions By
    Gameverse & Greenleaf Technologies                   1,500,000        1,500
Conversion Of Warrants/Options                                                        2,822,227
Stock Returned From Director                               489,093      (36,682)        (36,682)
Stock Returned From Vendor                                                             (488,000)
Sale Of Stock                                                                         1,472,500
Shares Issued For Services                                                            4,502,838
Rounding $                                                                                   12
Net Loss For Year                                                                    (5,879,318)
                                                         ----------------------------------------
Balance Sept 30, 1999                                    1,989,093      (35,182)       (549,541)
                                                         ----------------------------------------
Sale Of Stock                                                                         3,917,131
Conversion Of Warrants/Options                                                        2,294,622
Less Stock Subscriptions Receivable                                                  (1,939,053)
Shares Issued For Services                                                           13,855,993
Options Issued For Services                                                          19,482,517
Stock Issued For Payment Of Future Com &
   SMR Licenses                                                                       3,155,575
Stock Issued In Settlement of Legal Action                                            6,093,500
Net Loss For Year                                                                   (47,035,777)
                                                         ----------------------------------------
Balance Sept. 30, 2000                                   1,989,093     $(35,182) $     (725,033)
                                                         ----------------------------------------
</TABLE>

            See accountants' report and notes to financial statement


                                       F-4A

                                       36A

<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Years Ended September 30,
<TABLE>
<CAPTION>



                                                                2000               1999             Inception
                                                                                                    To Date
                                                           --------------      ------------        -------------
<S>                                                        <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                 ($47,035,777)       ($5,879,318)        ($57,096,813)
Adjustments to reconcile net income to
net cash provided by operating activities
  Depreciation                                                   67,942             33,657              114,947
  Amortization                                                                       1,833                2,291
  Prepaid expenses                                               88,498           (164,312)             (75,814)

  Stock subscriptions receivable                             (1,939,053)         2,879,486            4,818,539
  Security deposit                                                 (300)            (1,850)              (8,281)
  Accounts payable                                               32,590             54,421              341,254
  Accrued expenses & taxes                                      571,084            316,243              931,339
  Increase in other assets                                   (4,263,036)                             (4,265,327)
                                                           --------------      ------------        -------------
Net cash and equivalents provided by
operating activities                                        (52,478,052)        (8,518,812)         (64,874,943)

CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in Net Home Media                                                                         (300,000)
  Write-off of investment in Net Home Media                                                             300,000
  Purchase of fixed assets                                     (569,529)           (27,753)            (756,174)
  Minority interest in net assets
  of subsidiaries                                               119,368                                 119,368
                                                           --------------      ------------        -------------
Net cash and equivalents used by
investing activities                                           (450,161)           (27,753)            (636,756)

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans payable                                                 (25,000)            25,000
  Due to related parties                                        264,988            244,642              518,865
  Purchase of treasury stock                                                       (35,182)             (35,182)
  Issuance of common stock                                   48,799,338          8,330,054           61,225,501
  Proceed in issuance of long term debt                       4,440,000                               4,440,000
                                                           --------------      ------------        -------------
Net cash and equivalents provided
by financing activities                                      53,479,326          8,564,514           66,149,184
                                                           --------------      ------------        -------------
Net increase in cash and cash equivalents                       551,113             17,949              637,485

Cash - beginning of year                                         86,372             68,423
                                                           --------------      ------------        -------------
Cash - end of year                                         $    637,485        $    86,372         $    637,485
                                                           ==============      ============        =============
SUPPLEMENTARY DISCLOSURES OF CASH
FLOWS INFORMATION

  Interest Expense                                         $    127,840        $    11,277

  SCHEDULE OF NON-CASH ACTIVITY
  Stock issued in lieu of cash                             $ 42,587,585        $ 6,698,921
</TABLE>



            See accountants' report and notes to financial statements

                                       F-5

                                       37
<PAGE>

               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


Note 1.  The Company and Nature of Operations

     Greenleaf Capital  Corporation was incorporated in the State of Delaware on
October 9, 1986. On December 3, 1997, a certificate  of amendment was filed with
the  State  of  Delaware  changing  the  name of the  corporation  to  Greenleaf
Technologies Corporation.

     Greenleaf  Technologies  Corporation (GTC) is a security software provider.
GTC provides new marketing  opportunities  via DVD and the Internet that creates
new revenue  possibilities  for its customers.  Examples include GTC's DigiGuard
applied to the OEM (original equipment  manufacturer)  distribution of encrypted
games,  interactive  games linked to  commercial  TV shows and to virtually  any
digital intellectual property.

     The  Company is  considered  to be in the  development  stage as defined in
Statement of Financial Accounting Standards No. 7. There has been minimum income
producing operations since inception.

Note 2.  Summary of Significant Accounting Policies

     This  summary of  significant  accounting  policies of GTC is  presented to
assist in  understanding  the  Company's  financial  statements.  The  financial
statements  and  notes  are   representations  of  GTC's  management,   who  are
responsible for the integrity and objectivity. These accounting policies conform
to generally accepted accounting  principles and have been consistently  applied
in the preparation of the financial statements.

     A. Furniture, Equipment and Depreciation:

     Furniture and equipment  are carried at cost.  Depreciation  is computed on
     the straight-line  basis over periods of five to seven years, which
     corresponds to the useful lives of the assets.






                                       F-6

                                       38
<PAGE>

               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


     B. Earnings Per Share:

     Computed by dividing the net loss by the weighted  average number of shares
     outstanding during the year.  Earnings per share diluted are not presented
     since such would be anti-dilutive.

     C. Product Development Costs Expensed:

     The Company charges product and development  costs,  which are not incurred
     in conjunction with contractual obligations, to expense as incurred. During
     the years ended September 30, 2000 and 1999, $24,485 and $6,552,
     respectively, were charged to cost of sales.

     D. Product Development Costs Deferred:

     The Company  defers  certain  costs related to the  preliminary  activities
     associated  with  the  manufacture  of  products,  which  the  Company  has
     determined have economic  benefit.  At September 30, 2000 and September 30,
     1999,  product  development  costs  capitalized  totaled  $392,095 and $-0-
     respectively.

     E. Estimates:

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

     F. Amortization:

     The organization  expenses of GTC have been written off and $1,833 has been
     charged to amortization  expense for the year ended September 30, 1999. The
     purchase of 2 SMR  licenses and a  Communication  Satellite  Earth  Station
     License  (See  Note  6)  will  be   amortized   over  15  years  using  the
     straight-line  method.  No  amortization  was charged during the year ended
     September 30, 2000, because the licenses were not in service.




                                       F-7

                                       39
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


     G. Cash and Cash Equivalents

     Cash  and  cash  equivalents  consist  of eight  checking  accounts  in two
     commercial  banks.  Cash in these  checking  accounts,  at  times,  exceeds
     $100,000.  The cash accounts are secured by the Federal  Deposit  Insurance
     Corporation (FDIC) up to $100,000.

     H. Consolidation Policy:

     The consolidated  financial  statements include all the accounts of GTC and
     controlled entities, which included Game Verse, Inc. and Greenleaf Research
     and  Development,  Inc. as of September 30, 1999,  Digi Link  Technologies,
     Inc. and Greenleaf Research and Development, Inc. as of September 30, 2000.
     The company  accounts for its investments in  consolidated  subsidiaries on
     the equity method. All intercompany transactions are eliminated.

     I. Advertising and Promotion:

     GTC  expenses  advertising  and  promotion  costs  as  they  are  incurred.
     Advertising and promotion  expenses for the years ended  September  30,2000
     and 1999 was $12,424 and $15,662, respectively.


Note 3.  Basis Presentation

     The accompanying financial statements have been prepared on a going concern
basis,   which  contemplates  the  realization  of  assets  and  liquidation  of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the Company has experienced substantial recurring operating losses,
and as of September 30, 2000,  the Company's  current  liabilities  exceeded its
current  assets by $1,078,159 and its total  liabilities  exceeded its assets by
$725,033.  These factors raise  substantial doubt about the Company's ability to
continue as a going concern.  The continuation of the Company as a going concern
is  dependent  on its  ability  to  generate  sufficient  cash flows to meet its
obligations and sustain its operations.



                                       F-8

                                       40
<PAGE>
               GRENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


Note 3.  Basis of Presentation (continued)

     The Company is attempting raise $2,000,000  through a private  placement of
its common stock,  which,  management  believes  would be sufficient to meet its
short term cash  requirements.  There can be no assurance that such capital will
be raised. The accompanying  Financial Statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

Note 4.  Equipment And Leasehold Improvements

     Equipment  and  leasehold  improvements  are  carried at  historical  cost.
Expenditures  for  maintenance  and  repairs  are  charged  against  operations.
Renewals  and  betterments  that  materially  extend  the  life  of  assets  are
capitalized.   Depreciation   of  equipment   and   amortization   of  leasehold
improvements is calculated by the straight-line  method for financial  reporting
purposes at rates based on the following estimated useful lives.

                                             Years
                                             -----
                Office Equipment               5
                Furniture and Fixtures         7
                Leasehold Improvements         7
                SMR License Equipment          5 (not in service as of
                                                  September 30, 2000)

     The modified  acceleration  cost recovery system is used for federal income
tax purposes.

     Equipment   and   leasehold    improvements   are   summarized   by   major
classifications as follows:

                               September 30    September 30
                                     2000             1999
                               ------------    ------------


Office Equipment                  $651,951        $131,615
Office Furniture                    75,714          50,521
Leasehold Improvements               4,459           4,459
SMR License Equipment               24,000
Less Accumulated Depreciation     (114,947)        (47,005)
                               ------------    ------------
                                  $641,177        $139,590
                               ============    ============





                                       F-9

                                       41
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 5.  Income Taxes

     Based  on  management's  present  assessment,   the  Company  has  not  yet
determined that a net deferred  long-term tax asset of $19,412,916  attributable
to the future utilization of $57,096,813 of net operating loss carry forwards as
of September 30, 2000, will be realized.  Accordingly,  the Company has provided
100% allowance against the net deferred tax asset in the financial statements as
of  September  30,  2000.  The Company  will  continue to review this  valuation
allowance and make adjustments as appropriate. Net operating loss carry forwards
will expire as follows.

                       Year          Amount
                       --------------------

                       2012     $    84,854

                       2013       1,340,159

                       2014       1,996,350

                       2015      15,991,553
                       --------------------

                                $19,412,916
                                ===========



Note 6.  Specialized Mobile Radio (SMR) Licenses

     Through Digi Link  Technologies,  Inc., a majority  owned  subsidiary,  the
Company is now currently engaged in the acquisition,  development, operation and
management of two 220 MHz Specialized Mobile Radio (SMR) Wireless Licenses and a
Communication Satellite Earth Station License.

     On November 4, 1999, GTC issued  4,000,000 shares of common stock valued at
$1,660,000 to acquire all of the outstanding common stock of Future Com of South
Florida,  Inc.  as well as the rights to purchase 4 SMR 220 MHz  licenses  and a
communication  satellite  license.  This transaction has been capitalized to the
cost of the SMR licenses and satellite as well as deposits on SMR licenses.

     The SMR licenses  were  purchased  with 960,875  shares of common stock and
2,075,000 options for a total value of $1,148,375 plus their proportionate share
of the rights valued at $996,000 less $24,000 for equipment for a total value of
$2,120,375.

                                      F-10

                                       42
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 6. Specialized Mobile Radio (SMR) Licenses (continued)

     The per share rate used to determine  the cost was the quoted  market value
on the date the  application  for  assignment of the licenses was filed with the
Federal Communication Commission.

     Financial  Accounting Standards No. 123 encourages that use of a fair value
method of accounting for stock based awards under which the fair market value of
stock options is determined on the date of grant and capitalized accordingly.

     GTC received  81,900,000 shares of Digi Link  Technologies,  Inc. (formerly
Future Com of South  Florida,  Inc.)  common  stock in exchange  for the rights,
purchases, and future purchases of SMR and Satellite licenses.

Note 7. Deposits On SMR Licenses

     The  company  has  deposits  of  $1,011,200  on 2  additional  SMR  220 MHz
licenses.  The purchase  price of shares of common stock and options  issued for
these licenses were valued using the same method as indicated in Note 6.

Note 8  Leasing Arrangements

     The Company conducts its Austin,  Texas operations from facilities that are
leased under a five year noncancelable  operating lease from Colina West Limited
with 33 months  remaining  before expiring on June 30, 2003. The monthly minimum
rental  obligation  amount to be paid to Colina West Limited is $12,405.50.  The
monthly minimum rental obligation escalates after each anniversary date. July 1,
1999, the rental obligation amount is $12,982.50. After July 1, 2000, the rental
obligation amount will be $13,848.00.

     The  following is a schedule of future  minimum  rental  payments  required
under the above operating lease as of September 30, 2000.




                                      F-11

                                       43
<PAGE>

               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


Note 8. Leasing Arrangements (continued)


             Year Ended
            September 30           Amount
            -----------------------------
               2001              $166,176
               2002               166,176
               2003               124,632
            -----------------------------
                                 $456,984
                                 ========

     GTC formerly  conducted its New Jersey  operations from facilities that are
leased  under a renewed  three-year  non-cancelable  operating  lease from Metro
Plaza of Iselin, LLC with 42 months remaining before expiring on March 15, 2004.
The  monthly  minimum  rental  obligation  amount  to be paid to Metro  Plaza of
Iselin, LLC is $5,659.92. The facilities are currently subleased with no monthly
payment shortage  obligation by GTC. The current tenants pay the monthly minimum
rental obligation directly to Metro Plaza of Iselin, LLC.

     The following is a schedule of contingent  future minimum  rental  payments
required under the above operating lease as of September 30, 2000.

             Year Ended
            September 30           Amount
            -----------------------------
               2001              $ 67,919
               2002                67,919
               2003                67,919
               2004                33,960
            -----------------------------
                                 $237,717
                                 ========

     GTC executed an operating lease with Great America Leasing  Corporation for
a  Toshiba  copier at the  Austin  office.  The  terms of the lease  call for 36
monthly rental payments of $95.37 including tax. The lease was executed March 3,
1998. On March 1, 2000, the operating lease expired, and GTC exercised an option
to purchase the equipment.

     GTC  executed  an  operating  lease  with  SecurityLink  Corporation  for a
security system, and monitoring services for their Austin office.



                                      F-12

                                       44
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 8. Leasing Arrangements (continued)

     The terms of the lease  call for 60  monthly  rental  payments  of  $25.70,
including  tax. The lease was executed May 1, 1998.  The following is a schedule
of future minimum rental payments required under the above operating lease as of
September 30, 2000.

             Year Ended
            September 30           Amount
            -----------------------------
               2001                 $ 308
               2002                   308
               2003                   180
            -----------------------------
                                    $ 796
                                    =====

     Digi Link  Technologies,  Inc., a majority owned subsidiary of the Company,
leases  principal   executive  offices  located  in  Iselin,  New  Jersey.  Such
facilities  are  subject  to a  month-to-month  arrangement  at $1,600 per month
beginning October 1, 2000.

Note 9. Long Term Debt

     On October 1, 1999, GTC entered into an agreement  with Best Holding,  Ltd.
whereby Best  Holding,  Ltd.,  will be  responsible  for the  placement of up to
$5,835,146 of subordinated convertible debentures.  The subordinated convertible
debentures  will  carry a rate of 4% and be placed in  denominations  of $10,000
pursuant to a private placement under Regulation "D" of the U.S.  Securities Act
of 1933, as amended. The holders of these debentures are entitled to convert the
debentures  into that  number  of fully  paid and  non-assessable  shares of GTC
common stock  calculated in accordance  with the  following  formula.  Number of
shares issued upon conversion  equals principal + interest on debenture(s) to be
converted. Interest equals principal times (N/365) times .04 (less the amount of
any interest previously paid), where N equals the number of days between (i) the
date of issuance of the debenture,  and (ii) the  applicable  date of conversion
for the debenture for conversion is being elected,  and conversion  price equals
the lessor of (x) 80% (The  "Applicable  Discount") of the closing bid price for
GTC's common stock for the five (5) trading days immediately  preceding the date
of conversion, as defined below or (y) $0.20. The term "Closing Bid Price" means
the closing  bid price of GTC's  common  stock as  reported on the OTC  Bulletin
Board (or, if not reported thereon as reported by such other principal  exchange
or market where traded).





                                      F-13

                                       45
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


Note 9. Long Term Debt (continued)

     GTC  agreed  to pay Best  Holdings,  Ltd.  a  consulting  fee of 10% of all
capital  raised.  GTC also agreed to issue for each one million dollars raised a
five-year  warrant to purchase 200,000 shares of GTC common stock exercisable at
$0.20 per share.

     As of September 30, 2000,  $4,240,000 of the  $4,440,000  has been received
towards the issuance of the subordinated convertible debentures. The uncollected
$200,000 is reported on GTC's balance sheet under  Unsecured  notes  receivable.
The exact issue date and final terms of the debenture  were not finalized  until
May 5, 2000. The  $4,440,000 is reported on GTC's balance sheet under  Long-Term
Liabilities.  Interest  expense in the amount of $110,750  has been  accrued and
reported on these financial statements.

Note 10. Subscriptions Receivable

     GTC  issued  30,208,583  restricted  shares  of  common  stock  to  various
directors,   officers,   employees  and  other   individuals  for  subscriptions
receivable  that  are   collateralized  by  promissory  notes  receivable.   The
promissory  notes have either of the following  terms:  (i) payable in 30 months
from the date of the note at 6% per annum,  or (ii)  payable on demand at 8% per
annum.

                                           Cumulative   Cumulative
                   Number        Notes      Principal    Accrued      Total
                 Of Shares    Receivable    Reduction    Interest     Note
                 ------------------------------------------------------------
Officers and
 Directors       22,638,583   $3,220,788    $      0   $187,505    $3,408,293
Employees           100,000       25,000           0      2,682        27,682
Other             7,470,000    1,697,500    (466,403)   151,467     1,382,564
                 ------------------------------------------------------------
Total            30,208,583   $4,943,288   ($466,403)  $341,654    $4,818,539
                 ==========   ==========   ==========  ========    ==========










                                      F-14

                                       46
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                         Year Ending September 30, 2000


Note 11. Valuation Of Stock And Options Issued For Services
         And Additional Employee Compensation

Stock:

     The Board of  Directors  from time to time has  authorized  the issuance of
common  stock in payment  of  services  provided  by  non-employees,  additional
compensation to employees, and acquisitions.

     Statement  of  Financial  Accounting  Standards  No.  123,  Accounting  for
Stock-Based  Compensation  (SFAS  123)  establishes  a  fair  value  method  for
accounting  for  stock-based  compensation  plans,  through  recognition  in the
statements.

     GTC applies  SFAS 123 to report the  issuance of common stock in payment of
additional  compensation  to employees  and  non-employees  using the fair value
method to account for such transactions.

     For the year ended  September  30, 1999,  it was the position of management
that  whenever  stock  was  issued  for  services,   employee   compensation  or
acquisition, the value of the stock was valued at 50% of the market value at the
date of issuance. This position was taken for the following reasons.

     1. GTC is a start up Development Stage Company
     2. There was an extremely limited market for the trading of this GTC stock.
     3. All  transactions  concerning  stock  issuance  for  services,  employee
        compensation and  acquisitions  were negotiated using 50% of market
        valuation to determine the fair value of the consideration received.

     For the year ended September 30, 2000 and all future years,  management has
taken the position that stock issued for  services,  employee  compensation  and
acquisitions  is to be  recorded  at 100% of the  market  value  at the  date of
issuance. This position is taken for the following reasons:

     1.  Since  the  stock is more  actively  traded,  management  has taken the
         position that it is appropriate to record  stock  issuances at 100% of
         market value at the date of the issuance.

     2.  All  transactions  concerning  stock  issued  for  services,   employee
         compensation and acquisitions  were negotiated using 100% of market
         valuation to determine the fair value of the consideration received.


                                      F-15

                                       47
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 11. Valuation of Stock And Options Issued For Service
               And Additional Employee Compensation (continued)

Options:

     The Company  grants  options  which are  immediately  vested,  to officers,
employees,   non-employee   directors,  to  purchase  shares  of  the  Company's
authorized  but unissued  common  stock.  The  granting of these  options is not
pursuant to a  registered  plan.  The Company  has adopted the  disclosure  only
provisions of SFAS 123, Accounting For Stock-Based  Compensation,  as it related
to  options  granted  to  officers,   employees  and   non-employee   directors.
Accordingly,  no  compensation  expense has been  recognized  for such  options.
Valuation of these options was calculated using the Black-Scholes option-pricing
model,  which  values  options  based on the stock price at the grant date,  the
expected life of the option, the estimated volatility of the stock, the expected
dividend payments, and the risk-free interest rate over the expected life of the
option. The valuation of options issued to officers,  employees and non-employee
directors at September 30, 1999 and 2000 is as follows:

                    September 30, 2000   September 30, 1999
                    ---------------------------------------

Number of Options       27,357,501            11,351,815
Value of Options       $23,447,440           $13,083,288

     Options  issued  to  independent  consultants  are also  valued  using  the
Black-Scholes option-pricing model.



                                      F-16

                                       48
<PAGE>

               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 12. Commitments and Contingent Liabilities

     1. GTC has employment  contracts with the following directors and employees
        who are not employees at will:

                           Annual        Date of         Length of
 Position   Name       Compensation    Agreement           Time
------------------------------------------------------------------
Off/Dir.  W.Hubert     $ 55,000        1/26/00   3Yrs.to  1/26/03
Off/Dir.X R.E.Wachs    $ 96,000       12/15/97   5Yrs.to 12/15/02
Off/Dir.  C.J.Webster  $600,000       10/03/00   7Yrs.to 12/14/07
Off/Dir.  L.Berg       $600,000       10/03/00   7Yrs.to 12/14/07
Off       L.Berg       $125,000        2/01/99   5Yrs.to  2/01/04
Off/Dir.  F.LoVerme    $325,000       10/03/00   3Yrs.to  3/30/03
Off     Y W.Gale       $ 96,000       11/04/99   5Yrs.to 11/04/04
Off     Y W.Blanck     $ 96,000       11/04/99   5Yrs.to 11/04/04
Off       B.Parsons    $100,000        4/24/00   5Yrs.to  4/24/05
Off       D.Wyrick     $135,000       10/02/00   3Yrs.to  9/10/03
Off       P.Trowe      $ 90,000        5/02/00   3Yrs.to  5/01/03
Off       D.Newcomb    $175,000        9/20/00   3Yrs.to  9/20/03
Off       E.Schwertzel $ 95,000        7/21/00   1 Yr.to  7/21/01

        X Terminated 10/13/99
        Y Terminated 02/24/00

        Each of the above is also entitled to be reimbursed for proper  business
        expenses,  and any  other  benefits  offered  by GTC,  either  currently
        existing or adopted at a later date.  These  benefits will include,  but
        will not be limited to, health and accident  insurance,  life  insurance
        and stock option plans, if any.

     2. Under the terms of the  five-year  non-cancelable  operating  lease with
        Colina West  Limited,  GTC has provided a letter of credit in the amount
        of $68,281 drawn on Bank of America.  Conditioned upon GTC's performance
        of the lease without default,  such letter of credit shall be reduced to
        $16,826 per year at the  anniversary  of the lease  term.  The amount of
        $13,271 of the letter of credit shall serve as security deposit. Bank of
        America has guaranteed the Letter of Credit  pursuant to GTC maintaining
        a certificate of deposit in an amount equal to the letter of credit. The
        $68,281 certificate of deposit is reported in cash and equivalents.







                                      F-17

                                       49
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 12. Commitments and Contingent Liabilities (continued)

     3. Under the terms of a merchant  credit card  agreement  with Payment Tech
        Merchant  Services,  Inc. dated June 25, 2000 and expiring on August 10,
        2001, GTC has provided a letter of credit in the amount of $50,000 drawn
        on Bank One. Bank One has  guaranteed  the letter or credit  pursuant to
        GTC  maintaining  a  certificate  of deposit  in an amount  equal to the
        letter of credit. The $50,000 certificate of deposit is reported in cash
        and equivalents.

     4. Under terms of guaranteed  purchase agreement dated August 10, 2000 with
        Ivy Mill  Corporation  expiring on December 31, 2000, GTC has provided a
        letter of credit in the  amount of $35,000  drawn on Bank One.  Bank One
        has  guaranteed  the  letter of credit  pursuant  to GTC  maintaining  a
        certificate  of deposit in an amount  equal to the letter of credit.  On
        September  14,  2000,  the letter of credit was  amended  increasing  by
        $115,000 to a new aggregate  amount of $150,000.  GTC purchased  another
        certificate   of  deposit  in  the  amount  of   $115,000   to  maintain
        certificates of deposit in an amount equal to the letter of credit.  The
        $35,000 and  $115,000  certificates  of deposit are reported in cash and
        equivalents.

No 13. Legal Matters

     1. Corporate  Express,  Inc.  vs.  Greenleaf  Technologies,  Inc.  Case No.
        716.570 - Civil Court Harris County, Texas

        Legal matter  involves the collection of $14,400 for office  furnishings
        provided to GTC offices located in Austin,  Texas. Matter was settled on
        August  17,1999 in which the  Company  agreed to pay  Corporate  Express
        $14,400 over a six month period at $2,400 per month, beginning September
        15, 1999. The final payment on account was recorded in accounts  payable
        on February 29, 2000.  The balance  owed to Corporate  Express,  Inc. on
        September 30, 2000 is zero.




                                      F-18

                                       50
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


Note 13. Legal Matters (continued)

     2. Elizabeth Xan Wilson vs.  Greenleaf  Capital  Corporation  and Corporate
        Officers Leonard Berg and Nicholas Soriano. Case No. 97-04423 - Judicial
        District Court Travis County, Texas

        Legal matter involves the plaintiff, Elizabeth Xan Wilson, claiming that
        National Capital Corporation (NCC) (previously a wholly owned subsidiary
        of GTC and Nicholas  Soriano,  President of the former NCC) fraudulently
        converted  over  $80,000 from her in a fraudulent  lending  scheme.  GTC
        believes that exposure for Nicholas  Soriano is great,  but is unable to
        assess GTC's liability.  The claim was partially  settled by the sale of
        Mr. Soriano's stock by the Bankruptcy  Trustee in a separate matter.  As
        of the date of the  financial  statements,  a verbal  agreement has been
        reached  to settle the matter by  issuing  50,000  shares of  restricted
        stock to Ms.  Wilson.  No provision for this matter has been provided in
        the financial statements for the year ended September 30, 2000.

     3. Darrel and Gabriel McEver vs.  Greenleaf  Technologies  Corporation Case
        No. 99 - 00490 District Court of Travis County, Texas

        Legal  matter  involving  GTC's  refusal  to issue  stock and  severance
        benefits  pursuant  to  employment  agreement  with  Darrel and  Gabriel
        McEver.  A settlement was reached in May, 2000,  whereby GTC paid to the
        McEvers $50,000 cash, 3,000,000 shares of restricted common stock and an
        additional  3,000,000  shares  that are in escrow and may be released to
        the McEvers in May 2001  depending on GTC's stock price at the time. GTC
        recorded a $6,110,000  expense in the financial  statements for the year
        ended September 30, 2000.

        GTC  issued  100,000  shares of  restricted  common  stock in payment to
        counsel  for  legal  fees and was  recorded  in the  books  and  records
        accordingly.





                                      F-19

                                       51
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000



Note 13. Legal Matters (continued)

     4. Kenneth  McGowan vs.  Richard  Wachs,  Case No.  99-0944  Judicial Court
        Travis County, Texas

        On  August  5,  1999,  three  individual  shareholders  of a  non-active
        corporation  filed suit  against an officer,  Richard  Wachs,  two other
        employees and corporate  counsel.  The cause of action  alleges that the
        above individuals  misappropriated assets and trade secrets belonging to
        the non-active  corporation.  Plaintiff's seek  unspecified  damages and
        request  an  injunction  seeking  to  prevent  any  further  use  of the
        converted  assets  and  trade  secrets.  GTC  does not  expect  that any
        significant  liability  will be  imposed on itself or its  officers  and
        employees.

     5. Greenleaf Technologies Corporation vs. David Mendelow and Paul a Forgue,
        Case No. 99-1222 District Court of Travis County, Texas

        Legal  matter  involves  the alleged  breach of  employment  contract on
        behalf of David  Mendelow  and Paul  Forgue.  The  controversy  involves
        whether or not GTC had a contract  with Mr.  Mendelow and Mr.  Forgue to
        issue stock and pay them compensation for services. The individuals were
        employed for less than a week before they were terminated. GTC indicates
        that there is not a signed employment  agreement for either  individual.
        Since the case is still in the  discovery  stage,  counsel  is unable to
        express an opinion on the outcome of the lawsuit.

     6. John R. Barnard vs. Greenleaf Technologies Corporation,  Case No. 001932
        District Court of Travis County, Texas

        In July  2000,  John R.  Barnard  filed a  lawsuit,  alleging  that  GTC
        converted his stock without his  knowledge.  The matter was resolved for
        $5,000  cash and  50,000  shares of common  stock.  The  settlement  was
        recorded in the books and records accordingly.




                                      F-20

                                       52
<PAGE>

               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 13. Legal Matters (continued)

     7. Jump Net Inc. vs. Greenleaf Technologies Corporation

        Greenleaf has been  threatened  with litigation from Jump Net, Inc., its
        prior internet service provider. Greenleaf's position is that they never
        authorized  the  service.  Counsel  is unable to  assess  any  potential
        liability as of this statement date.

Note 14. Acquisitions, Mergers and Joint Venture

     A. On July  17,  1998,  GTC,  formed  a wholly owned  subsidiary  Greenleaf
        Research and  Development,  Inc., which was incorporated in the State of
        Delaware.  For the year ended  September  30, 2000,  and 1999  Greenleaf
        Research and  Development,  Inc. is part of the  consolidated  financial
        statements.

     B. GTC acquired 100% of the  outstanding  common stock of  Gameverse,  Inc.
        from  Cybermax,  Inc.,  which is a wholly owned  subsidiary of Riverside
        Group,  Inc. based in Jacksonville,  Florida.  GTC has accounted for the
        acquisition  using the  purchase  method of  accounting  and carries the
        investment using the equity method.

        GTC  acquired  Gameverse  because  of the  potential  agreement  between
        WAMO\Accolade  and GTC to  market  multiple  computer  game  titles on a
        single  DVD disc for  distribution  to the  personal  computer  Original
        Equipment  Manufacturers  (OEM) market. The Gameverse network was viewed
        as another distribution avenue for the DVDs.

        In  payment  for the  Gameverse  acquisition,  GTC  agreed  to  issue to
        Cybermax  14,687,585  shares of voting common stock of GTC. In addition,
        GTC granted  options to  purchase,  no later than  September  30,  2003,
        5,733,333 GTC shares at $.25 cents per share and 1,581,290 GTC shares at
        $.15 cents per share.




                                      F-21

                                       53
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


Note 14. Acquisitions, Mergers and Joint Ventures(continued)

        On  December  6, 1999,  GTC filed a  complaint  with the  United  States
        District  Court,  District  of New  Jersey,  whereby  GTC  alleged  that
        Riverside Group, Inc.,  Cybermax and certain other involved  individuals
        made numerous  misrepresentations  to GTC to induce GTC to enter into an
        agreement    for   the   purchase   of    Gameverse.    These    alleged
        misrepresentations  included, that Cybermax claimed to have developed an
        expansive  internet  network  throughout the United States that included
        numerous  "points of presence"  (POP's).  GTC alleged that Gameverse did
        not have the POP's that  Gameverse  represented it had. GTC also alleged
        that Gameverse  represented to have adequate resources and experience to
        complete the development of various projects that were underway when, in
        fact, they were inexperienced and inadequate.

        Additionally,  GTC  alleged  that  Gameverse  claimed  to have  owned or
        controlled at least 27 internet  services  throughout  the United States
        when, in fact, these  representations  were false. GTC also alleged that
        Gameverse  knew or should have known that it lacked the capacity to meet
        obligations  set forth in various  contracts it was a party to.  Finally
        GTC claimed that a misleading  business  plan and other  materials  were
        presented  by Gameverse to  corroborate  the various  misrepresentations
        noted.

        As a result of the  complaint,  a  settlement  agreement  was made as of
        January 28, 2000 whereby Riverside and/or Cybermax  retained  10,000,000
        of the GTC shares and  2,000,000 GTC options  exercisable  at $.25 cents
        each. A total of 1,687,585  GTC shares and 5,314,582 of GTC options were
        cancelled by GTC without payment to Riverside or Cybermax.





                                      F-22

                                       54
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000


Note 14. Acquisitions, Mergers and Joint Ventures (continued)

        3,000,000  GTC  shares  were  placed in escrow to be sold upon  mutually
        agreeable  terms.  The  proceeds  will fund a mutually  agreeable  joint
        venture for the marketing of technology and internet related products to
        be owned in equal  amounts by  Greenleaf  and  Riverside.  Additionally,
        Riverside   agreed  to  forgive  and   discharge   Greenleaf's   current
        indebtedness  to  Riverside  in the  amount  of  $111,820,  representing
        reimbursement for employee expenses paid by Riverside  subsequent to the
        closing of the Purchase Agreement on or about September 1998.  Riverside
        also made certain  other  concessions  to GTC as part of the  settlement
        agreement.

        The  approximate  market  value of the GTC  shares  given  up under  the
        original terms,  exclusive of the value of the options, was in excess of
        $5,000,000.  The  financial  condition  of  Gameverse  at  the  time  of
        acquisition showed a net worth of $21,977. The Directors of GTC believed
        that a valuable intangible assets existed within Gameverse,  but shortly
        after acquisition  concluded that such intangibles did not exist or were
        seriously impaired.

        Due to the facts noted above,  the  acquisition  of  Gameverse  has been
        recorded by Greenleaf  Technologies  under the purchase method using the
        net worth of $21,977 of  Gameverse at the time of  acquisition,  thereby
        not attaching any value to intangible assets.

     C. On July 24, 2000 GTC and NIVIS Technology signed an agreement to develop
        a prototype for GTC's  entertainment  portal device. The new device will
        result in a  product,  which  will  operate  on either  Windows or Linux
        platform. The new portal will have the capability to store, download and
        play the latest  movies,  deliver  television  programs,  serve up video
        programs  and play music off the  internet.  As of  September  30, 2000.
        $392,095 was charged to Product  Development Costs and will be amortized
        in accordance with Note #1 Significant Accounting Policies.




                                      F-23

                                       55
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 14. Acquisitions, Mergers and Joint Ventures (continued)

        On August 31, 2000, GTC announced an agreement with Dell Products,  Inc.
        to form a partnership to develop and distribute  encrypted DVD games. No
        entity has been  established  or income and expenses have been generated
        by the partnership as of September 30, 2000.

        On September 1, 2000,  GTC announced an agreement with Sony Computers to
        provide  a multi  title  DVD disc for  "bundling".  The new disc will be
        titled "The Big Wigs Software Locker".  With this device, Sony Computers
        will be able to offer to their  customers  some popular  computer  games
        without  having to pay a licensing fee. No income and expenses have been
        generated as of September 30, 2000.

     D. On November 4, 1999,  GTC  acquired all the  outstanding  shares of Digi
        Link  Technologies,  Inc.  (successor  by merger to Future  Com of South
        Florida  Inc.) in  exchange  for  4,000,000  shares of GTC's  restricted
        common  stock and the  assumption  of $300,000 in debt owed by Digi Link
        Technologies, Inc,.

        The  assumption  by GTC of  $300,000  in  debt  owed  by  Digi  Link  is
        promissory  notes to related parties,  who are minority  shareholders of
        Digi Link. By mutual  consent of Digi Link and the holders of the notes,
        these  amounts  due were  subsequently  reduced by  one-half.  The notes
        accrue interest at the rate of eight percent per year and payment of all
        accrued and unpaid  principal  and interest is due and payable on demand
        at any time after November 4, 2004. In addition,  the notes provide that
        any payments on the notes prior to November 4, 2004 will be made only at
        such time the Board of  Directors  of Digi  Link  determines  sufficient
        funds are available for payment.

        Digi  Link  is  engaged,   on  a  limited  basis,  in  the  acquisition,
        development,  operation  and  management of 220 MHz  Specialized  Mobile
        Radio  (SMR)  wireless  communication  services  and a  satellite  earth
        station license.




                                      F-24

                                       56
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000

Note 15. Due to Related Parties

     Notes payable have been  generated by  transactions  with related  parties,
which are detailed as follows:

                                       9/30/00       9/30/99
                                      ----------------------
           Stockholders, Directors
           and Officers               $247,000      $165,192
           Stockholders                      0        88,685
                                      ----------------------
                                      $247,000      $253,877
                                      ========      ========

     Promissory Notes due to related parties,  having various dates, are payable
on demand at an interest rate from 0% to 8% per annum.

Note 16.  Issuance of Common Stock

     On November  23,  1988 the  principal  shareholders  of  Greenleaf  Capital
Corporation(now  defunct)  who  owned  directly  and  beneficially  a  total  of
1,177,250 shares of common stock of Greenleaf  Capital  Corporation at $.001 par
value, sold 971,250 share to three purchasers. The three purchasers, all of whom
became  directors,  and two of whom continued to be directors at September 1998,
subsequently  paid GTC. $14,065 or $.0145 per share for 971,250 shares of common
stock.

Note 17. Subsequent Events

     1. Effective  October 1,  2000,  GTC issued  750,000  shares of  restricted
        common stock of GTC, plus agreed to pay payroll and  operating  expenses
        totaling  $439,000 as of  September  30,  2000,  in exchange for certain
        assets  of Multi  Com  Corp.  The  following  is a  condensed  unaudited
        financial  statement  of Multi Com Corp.  for the  twelve  months  ended
        September 30, 2000 and September 30, 1999.

                                                  9/30/00    9/30/99
                                                 ---------------------
                  Balance Sheet Condensed:

                  Assets                        $ 326,970   $ 382,945
                  Liabilities                    (988,480)   (162,504)
                  Stockholders Equity/Deficit     661,510    (220,441)
                                                 ---------------------
              Total Liabilities & Deficit       $(326,970)  $(382,945)
                                                ==========  ==========


                                      F-25

                                       57
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2000



Note 17. Subsequent Events (continued)

                                                  9/30/00     9/30/99
                  Statement of Income
                  Condensed

                  Income                        $ 304,687  $   266,148
                  Cost of Sales                  (111,714)     (14,474)
                                                -----------------------
                  Gross Profit                    192,973      251,674
                  Operating Expenses             (914,274)  (1,110,106)
                                                -----------------------
                  Net(Loss)                     $(721,301) $  (858,432)
                                                -----------------------

     2. On  October  6,  2000 GTC  announced  the  creation  of a new  division,
        Greenleaf   Ventures,   Inc.  The  new  division  will  be  involved  in
        negotiating  mergers and  acquisitions  as well as seeking new  business
        opportunities for GTC.

     3. On October 24, 2000 GTC  announced an agreement  with Taiwan based Ritek
        Corporation,  the world's leading optical media manufacturer,  for Ritek
        to acquire up to $20 million of GTC shares in exchange for a combination
        of cash  and DVD  replication  credits  Ritek  has  exclusive  worldwide
        manufacturing rights for five years.

     4. On December 28, 2000,  Digi Link  Technologies,  Inc. (a majority  owned
        subsidiary  - see note 15)  announced  it  signed a  definitive  reverse
        merger  agreement with I R Operating  Corporation  ("IROC") whose shares
        are  quoted  on the  OTC-BB.  The  terms  of  the  agreement  include  a
        share-for-share exchange with IROC being the surviving company, and as a
        part of the  agreement,  the name of IROC will be  changed  to Digi Link
        Technologies, Inc.

     5. In  January,  2001  Digi  Link  Technologies,   Inc.  signed  definitive
        agreements to acquire an additional sixty 220 MHz SMR licenses with over
        350 channels. The estimated cost of these acquisitions will be funded by
        the issuance of 10,000,000 shares of common stock at $1.00 per share for
        a sum total of $10,000,000.







                                      F-26
<PAGE>
               GREENLEAF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                         Years Ended September 30, 2000

Note 17. Subsequent Events(continued)

     6. On January 16, 2001, the Company  announced that its Board of Directors,
        at a special  meeting  signing of a letter of intent/Term  Sheet to sell
        51%  of  the  outstanding  stock  of it and  its  subsidiary,  Greenleaf
        Ventures,  Inc., a Delaware  Corporation to J-Tex Corporation,  A Nevada
        corporation  for $34 million in cash,  or the  equivalent of $0.1754 per
        outstanding shares of GTC.

        The  acquisition  is  contingent  upon J-Tex's  securing  the  necessary
        financing to complete the transaction, satisfactory due diligence by all
        parties,  the  obtaining of any  necessary  regulatory  and  shareholder
        approvals,  and the provision of contingent  interim funding by J-Tex to
        GTC.

        The agreement  provides that J-Tex will provide for  contingent  interim
        funding of $2 million by January 24, 2001,  or as soon as  thereafter as
        practicable,  in exchange for GTC common stock. The amount of contingent
        financing shall be deducted from the final purchase price. The agreement
        further  provides  that the  parties  will  attempt  to have  definitive
        agreements signed by February 15, 2001.

     7. Management  has  informed  us  that  as of the  date  of  the  financial
        statement,  the Company is in arrears for payroll taxes to various State
        and Federal taxing authorities for approximately $180,000.

     8. As of September  20,  2000,  the  Company,  through its  majority  owned
        subsidiary, Digi Link Technologies, Inc., entered into an agreement with
        Communications  Concepts, Inc (CCI), to acquire additional SMR Licenses.
        Pursuant  to that  agreement,  on  October  17,  2000,  CCI  was  issued
        3,710,000  shares  of  Greenleaf  Common  Stock  and an equal  number of
        warrants  to purchase  Greenleaf  Common  Stock at a price of $.50,  per
        share,  which to date none have been  exercised and are due to expire on
        October 1, 2001.





                                      F-27

                                        59
<PAGE>

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

           Not applicable.

PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons.

     The  directors  and  executive  officers of the Company,  their  respective
positions and ages, and the year in which each director was first  elected,  are
set forth in the following table.  Each director has been elected to hold office
until the next annual meeting of stockholders and thereafter until his successor
is elected and has qualified.  Additional  information  concerning each of these
individuals follows the table.
<TABLE>
<CAPTION>

Name                               Age      Position with the Company                 Director Since
----------------------------------------------------------------------------------------------------
<S>                                <C>      <C>                                       <C>
Leonard Berg                        76      Chairman Of The Board;                    December 1995
                                               Chief Executive Officer;
                                               President; and Director
Christopher J. Webster              28      Vice Chairman; Executive                  October 1998
                                               Vice President; and Director
Frank LoVerme                       55      Chief Operating Officer; and Director     August 2000

Robert A. Parsons                   42      Chief Financial Officer

Lon T. Berg                         39      Vice President of Marketing

Paul Trowe                          29      Vice President of Business Development

William J. Hubert                   46      Secretary; and Treasurer

Dennis Wyrick                       45      Vice President of Operations

Eric Schwertzel                     31      Vice President of Sales
</TABLE>


     Leonard  Berg has  served as the  Chairman  Of The Board,  Chief  Executive
Officer and President of the Company since April 1999 and also previously served
as President of the Company from  November  1995 to December  1997.  Mr. Berg is
also a  director  of  Digi  Link.  From  December  1997 to  March  1999 he was a
consultant to the Company on general business matters.  Beginning in August 1994
until March 1995 Mr. Berg was a Survey Manager for The Gallup Organization.

     Mr. Berg has over forty years of  experience in the finance  industry.  His
corporate  experience  includes  owning,  managing  and  financing  real  estate
properties, as well as financial and operating experience in the commercial real
estate  business.  In 1949,  Mr. Berg  founded  Berg  Enterprises.  He served as
co-chairman of the board, officer,  director and shareholder of Berg Enterprises
for 33 years. During its operation,  Berg Enterprises was listed on the American
Stock  Exchange  and was  primarily  involved  in the real  estate and  mortgage
banking business.  Mr. Berg helped to successfully  operate the company until it
became a subsidiary of the Primerica  Corporation in 1982.  Since 1982, Mr. Berg
has owned and consulted with numerous companies in the  entertainment,  finance,
and real  estate  industries.  Mr.  Berg also  founded  and served as a Lifetime
Director and General Campaign Chairman for the John F. Kennedy Medical Center in
Edison, New Jersey, and was responsible for that center's merger with the Robert
Wood  Johnson  (J.  & J.)  Rehabilitation  Center.  In  addition,  Mr.  Berg has
previously  served  as  Chairman  Of The Board of each of  United  Plastics  and
Metalique Industries.

                                       60
<PAGE>
     Christopher  J.  Webster has served as Vice  Chairman of the Company  since
February 2000 and as Executive  Vice President of the Company since August 1997.
In that capacity Mr. Webster has been an integral  participant in development of
the  Company's  long-term  strategies  and  development.  Mr.  Webster is also a
director  of Digi  Link.  From  February  1995 to  August  1997 he was the  Vice
President  and a director  of  Clearview  Technologies,  Inc.  Previously,  from
October  1996 to August  1997,  Mr.  Webster was the Senior Vice  President  for
Marketing/Acquisitions of Flatline Studios, LLC ("Flatline"). While at Flatline,
he was responsible for acquiring venture capital for the development of the game
"Alien  Intelligence"  and  later  negotiated  a  multi-million  dollar  royalty
contract with Interplay Products to bring "Alien Intelligence" to market.

     In May 1993, Mr. Webster co-founded WebEver Productions,  Inc. ("WebEver"),
one of the first  advertising  agencies devoted to the Internet.  From that time
until October 1996, he served as the Chief Executive  Officer of WebEver,  where
he developed Internet and Intranet sites for companies such as Microsoft,  Texas
Instruments and IBM.

     Frank LoVerme has served as the  Company's  Chief  Operating  Officer since
March  2000  and is  responsible  for  the  operations  of the  Company  and its
subsidiaries.  From  April 1995  until  March  2000,  Mr.  LoVerme  was the Vice
President of Sales and Marketing at WAMO, where he directed business development
efforts.  Mr.  LoVerme was a principal  of Personics  Corporation,  a pioneer of
customized  delivery of music  copyrights,  until Personics was acquired by Time
Warner in October  1991.  Mr.  LoVerme has over 30 years of sales and  marketing
experience,  including 11 years as the head of LoVerme and Associates,  Inc., an
advertising and sales promotion agency that he founded in 1980.

     Robert A. Parsons has served as the Company's Chief Financial Officer since
April 2000 and is responsible for overseeing the Company's financial operations.
From  January  1990  through   August  1998,  Mr.  Parsons  was  Senior  Systems
Analyst/Project  Manager at Union Texas Petroleum  Corporation  where he oversaw
the implementation of Lawson Financial, an ERP software solution, with a primary
emphasis  on  General   Ledger  and  Activity   Management  for  that  company's
international  offices.  Mr. Parsons was Project Lead at Dynegy Corporation from
October 1998 through  October 1999 where he was custom  development  team leader
for cross commodity  applications.  From October 1999 to April 2000, Mr. Parsons
was  Project  Lead  manager for  Proviso  Consultants  where he managed the team
converting  Atlantic  Ritchfield's  Petrochemical  Corporation  into  Lyondell's
Petrochemical  Company.  Mr.  Parsons has over 18 years of experience in oil and
gas and service businesses.  His specific areas of expertise include Financials,
Land Lease, Contract Administration and Gas Measurement Applications.

                                       61
<PAGE>

     Lon T. Berg has served as the Company's Vice  President of Marketing  since
August 1999. Mr. Berg spearheads the  development of new marketing  alternatives
and  distribution  outlets for the Company's  proprietary  products and clients.
From November 1997 to March 1999, he was an  Advertising  Account  Executive for
Westland  Associates,  where he was  responsible  for securing new accounts from
automotive  dealerships,  advising them on marketing their service  department's
advertising  initiatives and expanding their customer base. Beginning in October
1995 until August 1997,  Mr. Berg was the West Coast Area Manager of AucNet USA,
Inc.,  where he obtained new accounts for training and  consulting  on marketing
issues with  automotive  dealers and  manufacturers  in the western  half of the
United States.  In this position,  Mr. Berg was involved in a new product launch
of  satellite-based  automotive  auctions for manufacturers  such as Mitsubishi,
Toyota and Lexus throughout the western United States.  From June 1993 to August
1995, Mr. Berg was a Sales  Representative  for Panorama Sales, Inc., a retailer
of new and used automobiles.

     Paul Trowe has been the Company's  Vice  President of Business  Development
since May 1, 2000.  From  January  2000  through  April 2000,  Mr. Trowe was the
President  and CEO of Evolution  Consulting  Group,  which  exclusively  advised
Infogrames  regarding  marketing  and sales  strategies.  From  July 1999  until
January  2000,  he was  the  Director  of  Business  Development  at  Infogrames
Entertainment.  Mr. Trowe was the OEM Sales Manager at Gremlin  Interactive from
June 1998 until July 1999, when Gremlin  Interactive was purchased by Infogrames
Entertainment. Between April 1997 and May 1998, he was a Producer at Activision,
Inc. in Santa Monica,  California.  Prior to his employment with Activision, Mr.
Trowe was an Associate Producer at Sierra On-Line, Inc. in Oakhurst, California.
Mr.  Trowe  worked at Sierra  for a total of 10  years,  beginning  in 1985 as a
software tester.

     William J. Hubert has been the Secretary and Treasurer of the Company since
July 1999 and was the office  manager of the  Company  from  August 1997 to July
1999.  Previously,  from  February  1996 until  August 1997,  Mr.  Hubert was an
Executive Assistant and Office Manager for Clearview  Technologies,  Inc., where
he was responsible for day-to-day  operations in the Austin,  Texas office. From
January 1995 to February 1996, Mr. Hubert was an executive assistant at Flatline
Studios,  LLC where he assisted in obtaining  financing  for several films to be
produced by  Texas-based  production  companies,  as well as  financing  for the
studio itself.

     Dennis L. Wyrick,  has served as the Company's Vice President of World Wide
Operations  since October 2000.  From August 1997 through  September  2000,  Mr.
Wyrick was Senior Commodity Manager in World Wide Procurement with Dell Computer
Corporation  where  he over  saw the  implementation  of  commodity  strategies,
quality  plans,   supplier   selection  &  management   guidelines  and  process
improvements  which  maximized  asset  velocity  and  reduction in total cost of
ownership.  Mr. Wyrick was Senior  Buyer/Planner/Commodity  Manager  August 1995
through  August 1997 where he managed  $500  million of  inventory.  Mr.  Wyrick
specific  areas of  expertise  include  global  supply chain  management,  price
negotiation/contracting,  an in depth understanding of the computer industry and
a reputation for relationship management.

                                       62
<PAGE>
     Eric  Schwertzel  has been the Company's Vice President of Sales since July
2000 and is a five-year veteran of the multimedia  entertainment industry. After
receiving   his  Bachelor  of  Science  in  Business   Administration,   with  a
concentration  in Marketing from California  Polytechnic  University in San Luis
Obispo,  he was recruited by Nortel  Networks in 1993 to help guide the Meridian
Call Center  group with various 3rd party  relationships.  Mr.  Schwertzel  left
Nortel to follow his passion with  entertainment  marketing and  supervised  the
evangelism  effort at  Trident  Microsystems.  His main  objective  was  driving
graphic  chipset  features  and  functionality  to hardware  Original  Equipment
Manufacturing  (OEM's) and PC software  developers  and  publishers.  During his
tenure at Trident, he put together bundle deals with Sega, Interplay, Lucas Arts
and  others.  Eric has also worked with  STMicroelectronics  and Oak  Technology
evangelizing  their new  graphic  chipset  and  platform  initiatives  including
speaking  at  Game   Developers   Conference  on  the  virtues  of  region-based
architectures.  Branching out from the graphic chipset business,  Mr. Schwertzel
founded in 1998,  Alphabit  Consulting.  The company focused on helping hardware
companies  marketing  their  products to  consumers  and  included  Fortune 1000
clients  such as  Diamond  Multimedia,  Integrated  Device  Technology,  Trident
Microsystems and several smaller start-ups.  Prior to joining Greenleaf,  he was
at Makeanoffer.com  (now Mybiz.com) driving the customer acquisition campaign of
the Idealab funded company.

Compliance with Section 16(a) of the Exchange Act.

     Leonard Berg, Christopher Webster, and Frank LoVerme each filed the Initial
Statement of Beneficial Ownership, on Form 3, on October 11, 2000.

Item 10. Executive Compensation.

Summary Compensation Table

     The following  table sets forth in summary form the  compensation  received
during each of the Company's  last three  successive  completed  fiscal years by
Leonard Berg, the Chief Executive  Officer,  President and Chairman Of The Board
of the Company,  and by Richard  Margulies,  the former  President  and a former
director of the Company (together, the "Named Executive Officers").  The figures
in the following  table are for the fiscal years ended  September 30, 1998, 1999
and 2000.

                                       63
<PAGE>
<TABLE>
<CAPTION>

                                                                                   Long Term Compensation
--------------------------- -------- ------------ -------------- ------------ ------------------------------- ---------- -----------
                                                                                          Awards               Payouts
--------------------------- -------- ------------ -------------- ------------ ------------------------------- ---------- -----------
                                                                                              Securities
                                                                 Other                        Underlying      LTIP      All Other
Name and                    Fiscal   Salary       Bonus ($)(2)   Annual       Restricted      Options/SARs    Payouts   Compensation
Principal Position          Year     ($)(1)                      Compensation Stock           (#)(5)          ($)(6)     ($)(7)
                                                                 ($)(3)       Award(s)($)(4)
--------------------------- -------- ------------ -------------- ------------ --------------- --------------- ---------- -----------
<S>                         <C>      <C>          <C>            <C>          <C>             <C>             <C>        <C>
Leonard Berg, Chairman of    2000     $283,833      $201,000       $6,712        $317,500       7,000,000        -0-          -0-
the Board, President,        1999      $96,000         -0-         $5,820        $296,833       2,187,072        -0-          -0-
Chief Executive Officer,     1998      $96,000         -0-         $3,880        $62,500        1,500,000        -0-          -0-
and a director
--------------------------- -------- ------------ -------------- ------------ --------------- --------------- ---------- -----------

Christopher J. Webster,      2000     $291,833      $201,000         -0-           -0-          7,000,000        -0-          -0-
Vice Chairman of the         1999      $56,000         -0-           -0-         $625,000        258,603         -0-          -0-
Board, Executive Vice        1998      $48,000         -0-           -0-           -0-          1,692,908        -0-          -0-
President, and a director
--------------------------- -------- ------------ -------------- ------------ --------------- --------------- ---------- -----------

Frank Lo Verme, Chief        2000     $102,333         -0-           -0-           -0-          3,000,000        -0-          -0-
Operating Officer, and a     1999        -0-           -0-           -0-           -0-             -0-           -0-          -0-
director                     1998        -0-           -0-           -0-           -0-             -0-           -0-          -0-

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

Richard Margulies, former    2000        -0-           -0-           -0-           -0-             -0-           -0-          -0-
President and former         1999      $48,000         -0-           -0-       $125,000 (8)        -0-           -0-          -0-
director (8)                 1998    $48,000 (9)       -0-           -0-         $62,500           -0-           -0-          -0-
--------------------------- -------- ------------ -------------- ------------ --------------- --------------- ---------- -----------
</TABLE>

     (1)The dollar value of base salary (cash and  non-cash)  earned  during the
        year indicated.

     (2)The dollar  value of bonus (cash and  non-cash)  earned  during the year
        indicated.

     (3)The dollar value of compensation  not properly  categorized as salary or
        bonus, including perquisites and other personal benefits,  securities or
        property,  earned during the year indicated. The amounts shown represent
        allowances   granted   to  the   named   person   in   order   to  cover
        automobile-related expenses.

     (4)The dollar value (net of any  consideration  paid by the person named in
        the Summary Compensation Table) of awards of restricted Common Stock.

     (5)The sum of the number of shares of Common Stock to be received  upon the
        exercise of all stock options granted.

     (6)The  Company  does not have in effect any plan that is intended to serve
        as  incentive  for  performance  to occur over a period  longer than one
        fiscal year.

     (7)All other  compensation  received  that the Company  could not  properly
        report in any other column of the Summary  Compensation  Table including
        annual Company contributions or other allocations to vested and unvested
        defined  contribution  plans,  and the  dollar  value  of any  insurance
        premiums paid by, or on behalf of, the Company with respect to term life
        insurance for the benefit of the Named Executive Officer,  and, the full
        dollar value of the  remainder of the premiums paid by, or on behalf of,
        the Company.

     (8)Mr.  Margulies,  who  previously  was a  director  of the  Company,  was
        appointed  President  of the  Company on August 6, 1998.  Mr.  Margulies
        resigned as President and director of the Company  effective as of April
        1, 1999. On June 2, 1999,  Mr.  Margulies was issued  500,000  shares of
        Common Stock,  valued by the Company at $125,000,  in connection with an
        agreement  pursuant  to which Mr.  Margulies'  services on behalf of the
        Company were terminated.

                                       64
<PAGE>

     (9)During  fiscal 1998,  prior to becoming  President  of the Company,  Mr.
        Margulies  also  received  $45,428  in  payment  of fees for  consulting
        services provided to the Company.

Option Grants Table

     The following table sets forth information  concerning individual grants of
stock options made during the fiscal year ended September 30, 2000 to each Named
Executive Officer.

<TABLE>
<CAPTION>

                                                  % of Total Options
                                    Options       Granted to Employees     Exercise or Base     Expiration
Name                                Granted (#)   in Fiscal Year           Price ($/Share)         Date
----------------------------------- ------------- ------------------------ ------------------- --------------
<S>                                 <C>           <C>                      <C>                 <C>

Leonard Berg                         7,000,000              23.5%              $.10/Share        1/31/03
----------------------------------- ------------- ------------------------ ------------------- --------------

Christopher Webster                  7,000,000              23.5%              $.10/Share        1/31/03
----------------------------------- ------------- ------------------------ ------------------- --------------

Frank Lo Verme                       4,000,000              10.0%              $1.00/Share       3/14/05
----------------------------------- ------------- ------------------------ ------------------- --------------
</TABLE>


Aggregated Option Exercises And Fiscal Year-End Option Value Table

     The following table indicates  exercises of stock options during the fiscal
year ended  September 30, 2000 by the Named  Executive  Officers,  and also sets
forth  information  concerning the fiscal year-end value of unexercised  options
held by each Named Executive Officer.


                           Aggregated Option Exercises
                    For Fiscal Year Ended September 30, 2000
                           And Year-End Option Values
<TABLE>
<CAPTION>
                                                                         Number of              Value of
                                                                         Unexercised            Unexercised
                               Shares                                    Options                In-The-Money
                               Acquired on       Value                   at Fiscal              Options at Fiscal
Name                           Exercise (#)(1)   Realized ($)(2)         Year-End (#)(5)        Year-End ($) (3)
------------------------------ ----------------- ----------------------- ---------------------- ----------------------
<S>                            <C>               <C>                     <C>                    <C>
Leonard Berg                   10,687,072 (4)         $11,848,908                 -0-                     - -
------------------------------ ----------------- ----------------------- ---------------------- ----------------------

Christopher Webster             7,258,603 (4)          $8,261,877                 -0-                     - -
------------------------------ ----------------- ----------------------- ---------------------- ----------------------

Frank Lo Verme                     -0- (6)                -0-                  4,000,000                  - -
------------------------------ ----------------- ----------------------- ---------------------- ----------------------
</TABLE>

     (1)The  number of shares  received  upon  exercise  of  options  during the
        fiscal year ended September 30, 2000.

     (2)With  respect to options  exercised  during the  Company's  fiscal  year
        ended September 30, 2000, the dollar value of the difference between (A)
        the exercise price of the option, and (B) the market value of the option
        shares  purchased  on  the  date  of the  exercise  of  the  options  as
        determined  by averaging the high and low prices for the Common Stock on
        that date as reported on the OTC Bulletin Board.

                                       65
<PAGE>

     (3)For  all  unexercised  options  held  as  of  September  30,  2000,  the
        aggregate  dollar  value of the excess is the market  value of the stock
        underlying  those options over the exercise  price of those  unexercised
        options.  For  purposes  of this  table,  the market  value used for the
        Common  Stock is the  average  of the high and low prices for the Common
        Stock on that date as reported on the OTC Bulletin Board.

     (4)Consists of shares  underlying  options  exercised  on March 29, 2000 to
        purchase  7,000,000  shares at $.10 per share for Mr.  Berg and  Webster
        respectively.  Also,  consists of shares underlying options exercised on
        March 29,  2000 to  purchase  2,187,072  shares for Mr. Berg and 258,603
        shares for Mr. Webster at $.15 per share.

     (5)No shares  were  unexercised  as of  September  30,  2000 by Mr. Berg or
        Webster.

     (6) No shares were exercised as of September 30, 2000 by Mr. Lo Verme.

Compensation Of Directors

     All the members of the Board also are  employees of the Company.  Beginning
in May 2000,  each  member is  entitled to receive  for  meetings  attended,  as
compensation for serving as a director of the Company:  $12,500 annually,  to be
paid on a monthly  basis;  $2,500 for each  Board  meeting  attended  in person;
$1,000 for each Board meeting attended  telephonically which lasts for more than
30 minutes; and $500 for each Board meeting attended  telephonically which lasts
for less than 30 minutes. To date, there is no record of any payments being made
by the Company.

Employment Contracts and Termination of Employment and Change-in-Control
 Arrangements

     Effective  as of December  15,  1997,  the Company  entered  into a written
agreement  with Leonard Berg (the "Berg  Agreement")  pursuant to which Mr. Berg
was to provide  services to the Company.  Pursuant to the Berg Agreement,  which
was for an original term of five years, Mr. Berg was entitled to compensation of
$8,000 per month.  Effective  as of January 10,  2000,  the Berg  Agreement  was
amended to (1) extend the term of the agreement until December 14, 2007, and (2)
increase Mr. Berg's compensation to an aggregate of $250,000 per year, which was
subsequently as of September 15, 2000 was increased to $600,000.  If Mr. Berg is
unable to perform his duties under the Berg  Agreement due to physical or mental
disability or death, he or his estate is entitled to 12-months' compensation. If
the  Company  is in default  of the Berg  Agreement,  Mr.  Berg is  entitled  to
immediate  payment of full  compensation for each month remaining in the term of
the Berg Agreement.

     Also effective as of December 15, 1997, the Company  entered into a written
agreement with Christopher Webster (the "Webster  Agreement")  pursuant to which
Mr.  Webster  was to provide  services to the  Company.  Pursuant to the Webster
Agreement,  which also was for an original term of five years,  Mr. Webster also
was entitled to  compensation  of $8,000 per month.  Effective as of January 10,
2000, the Webster  Agreement was amended to (1) extend the term of the agreement
until  December 14, 2007,  and (2) increase  Mr.  Webster's  compensation  to an
aggregate of $250,000 per year,  which was subsequently as of September 15, 2000
was increased to $600,000. Effective January 1, 2001, Mr. Webster requested that
his salary be  reduced  to  $300,000.  If Mr.  Webster is unable to perform  his
duties  under the Webster  Agreement  due to physical  or mental  disability  or
death, he or his estate is entitled to 12-months' compensation.

                                       66
<PAGE>

     In addition,  the Company has entered into  written  employment  agreements
with  seven  other  employees,   including  a  three-year  employment  contract,
effective  March 30, 2000,  with Frank LoVerme,  the Company's  Chief  Operating
Officer and a director of the  Company,  at an annual  salary rate of  $195,000,
which was subsequently as of September 15, 2000 was increased to $325,000.

     The  Company  also  has  agreed  to  reimburse  each of these  persons  for
business-related  expenses  and to  provide  each  with  all  benefits  that are
generally  available to executive  officers of the Company,  including  life and
health insurance.

     As described  above in "Item 1.  Description Of Business",  each of Messrs.
Wachs, Gale and Blanck have resigned from all positions with the Company and its
subsidiaries.  The  employment  agreements  previously  entered  into with those
individuals have been terminated.

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

     As of January  8, 2001,  there  were  151,159,743  shares of the  Company's
Common Stock outstanding.  The following table sets forth certain information as
of that date with respect to the  beneficial  ownership of the Company's  Common
Stock by each director and  executive  officer,  by all  executive  officers and
directors  as a group,  and by each other  person known by the Company to be the
beneficial owner of more than five percent of the Company's Common Stock:
<TABLE>
<CAPTION>

Name and Address                                                 Number of Shares                Percentage of
of Beneficial Owner                                           Beneficially Owned (1)           Shares Outstanding
-----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                              <C>
Leonard Berg                                                      17,418,734 (2)                     11.5%
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

Christopher J. Webster                                            12,147,868                          8.0%
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

Frank LoVerme                                                     6,350,000 (3)                       4.1%
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

Lon T. Berg                                                       1,143,763 (4)                        *
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

                                       67
<PAGE>

William J. Hubert                                                  711,100 (5)                         *
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

Robert A. Parsons                                                 1,175,000 (6)                        *
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

Paul Trowe                                                        1,075,000 (7)                        *
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

Gerald Warnero                                                    2,000,000 (8)                       1.3%
8834 Capital Of Texas Highway, Suite 150
Austin, Texas  78759

All Executive Officers and Directors as a                        42,021,465 (2)(3)(4)(5)(7)(8)       26.2%
   Group  (eight persons)

Riverside Group                                                  13,841,687 (9)                       9.2%
7800 Belfort Parkway, Suite 100
Jacksonville, Florida  32256
</TABLE>

*  Less than one percent.

     (1)"Beneficial ownership" is defined in the regulations  promulgated by the
        U.S. Securities and Exchange  Commission as having or sharing,  directly
        or indirectly  (i) voting power,  which includes the power to vote or to
        direct the voting, or (ii) investment power, which includes the power to
        dispose or to direct the  disposition,  of shares of the common stock of
        an issuer.  The  definition  of  beneficial  ownership  includes  shares
        underlying  options or  warrants  to  purchase  common  stock,  or other
        securities convertible into common stock, that currently are exercisable
        or convertible or that will become  exercisable or convertible within 60
        days. Unless otherwise  indicated,  the beneficial owner has sole voting
        and investment power.

     (2)Includes  1,500,289  shares  owned by Thelma  Berg,  the wife of Leonard
        Berg;  Mr. Berg  disclaims  beneficial  ownership of these shares.  Also
        includes 1,500,000 shares at an exercise price of $1.00 until October 3,
        2002.

     (3)Includes  options to  purchase  up to  3,000,000  shares at an  exercise
        price of $1.00 per share until March 30, 2005.  Also includes  1,000,000
        shares  at an  exercise  price of $1.00  until  October  3,  2002.  Also
        includes  350,000  shares  held  by  Mr.  LoVerme's  wife;  Mr.  LoVerme
        disclaims beneficial ownership of these shares.

     (4)Includes currently  exercisable options to purchase up to 300,000 shares
        for $.25 per share until  September 30, 2003, and currently  exercisable
        options  to  purchase  up to  22,328  shares  for $.15 per  share  until
        December 22, 2002. Also includes  100,000 shares at an exercise price of
        $1.00 until October 3, 2002.

     (5)Includes currently  exercisable  options to purchase up to 10,000 shares
        for $.75 per share until March 1, 2001; currently exercisable options to
        purchase up to 88,536 shares for $.15 per share until December 15, 2002;
        currently  exercisable  options to purchase up to 50,000 shares for $.15
        per share until  September 30, 2003;  currently  exercisable  options to
        purchase up to 110,000 shares for $.50 per share until October 25, 2003;
        and  currently  exercisable  options to purchase up to 50,000 shares for
        $.50 per share until January 26, 2003.  Also includes  100,000 shares at
        an exercise price of $1.00 until October 3, 2002.

                                       68
<PAGE>

     (6)Includes currently  exercisable options to purchase up to 500,000 shares
        for $.65 per share  until  April 24,  2003.  Also  includes  options  to
        purchase  50,000 shares for $.35 per share,  which was done on September
        13, 2000.  Also includes  450,000  shares at an exercise  price of $1.00
        until October 3, 2002.

     (7)Includes currently  exercisable options to purchase up to 300,000 shares
        for $1.00 per share until April 24, 2005.  Also includes  500,000 shares
        at an exercise price of $1.00 until October 3, 2002.

     (8)Includes currently  exercisable options to purchase up to 250,000 shares
        for $.50 per share until  December 25, 2002,  and currently  exercisable
        options  to  purchase  up to 250,000  shares  for $1.00 per share  until
        December 25, 2002. Also includes  500,000 shares at an exercise price of
        $1.00 until October 3, 2002.

     (9)Includes  currently  exercisable  options to  purchase  up to  2,000,000
        shares  for $.25 per share  until  September  30,  2003.  Also  includes
        3,000,000  shares,  which are held in  escrow  pursuant  to the  written
        settlement  agreement  regarding  the  Gameverse  Lawsuit.  For  further
        information  regarding the  settlement  and escrow of these shares,  see
        "Part II - Item 2. Legal Proceedings".


Item 12. Certain Relationships and Related Transactions

     Leonard  Berg has loaned  money to the  Company  for use by the  Company as
working capital. Some of the loans accrue interest at eight percent per year and
some are  non-interest  bearing.  At September 30, 2000, a total of $247,992 was
owed to Mr.  Berg.  As of  January  16,  2001 the  amount  owed to Mr.  Berg has
increased to $335,950.

     In January  2000,  the Company  agreed to issue to each of Leonard Berg and
Christopher J. Webster options to purchase shares of the Company's  common stock
(the "January 2000  Options").  The January 2000 Options  provided that Mr. Berg
could purchase up to 7,000,000 shares for $.10 per share until January 10, 2003,
and that Mr.  Webster could  purchase up to 7,000,000  shares for $.10 per share
until  January 10,  2003.  On April 28, 2000,  each of Messrs.  Berg and Webster
subsequently  exercised  all of the  January  2000  Options as well as all other
options held by each of them.  Mr. Berg paid the  exercise  price for all of his
January  2000  Options and his  3,687,072  other  options by  delivering  to the
Company a promissory  note in the face amount of $1,403,061 with interest at the
rate of eight percent per year.  Mr.  Webster paid the exercise price for all of
his January  2000 Options and his 258,603  other  options by  delivering  to the
Company a promissory  note in the face amount of $738,790  also with interest at
the rate of eight  percent  per year.  The shares  issued  upon the  exercise of
options have been placed in escrow (the "Option  Escrow").  Shares in the Option
Escrow may be  released  pro rata from the  Option  Escrow  upon  payment of the
promissory  notes;  that is, if a portion of a promissory note is paid, then the
corresponding number of shares may be released.  Mr. Berg and Mr. Webster retain
the right to vote shares held in the Option Escrow for their benefit.

     As of the date of filing of this fiscal  report on Form 10-KSB,  a total of
9,187,072  shares  are being  held for the  benefit  of Mr.  Berg and a total of
7,258,603 shares being held for the benefit of Mr. Webster.

     On February 1, 1999 and October 2, 1998, certain of the Company's directors
and  officers,  as well as a  beneficial  owner of more than five percent of the
Company's Common Stock, exercised options to purchase shares of Common Stock. In
all cases,  promissory  notes were used in payment of the exercise price for the
options, and the shares received upon exercise were subject to the Option Escrow
provisions  described above. Each of the notes bears interest at the rate of six
percent per year.

                                       69
<PAGE>
     The  following is a schedule of the April 28, 2000,  February 1, 1999,  and
October 2, 1998 Common Stock option exercises:
<TABLE>
<CAPTION>
                                                                                        Face value of
                                                                                      promissory note in     Payment of
                                                Exercise       Number of shares    favor of the Company in    note due
                                                  price         received upon        payment of exercise       on or
Name                        Date of exercise    per share          exercise                 price              before
------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>            <C>                 <C>                       <C>
Leonard Berg                    02/1/99           $.25            2,100,000                $525,000           08/01/01

                                10/02/98          $.25             900,000                 $225,000           04/02/01

                                4/28/00           $.10            7,000,000                $700,000              -

                                4/28/00           $.15            1,500,000                $225,000              -

                                4/28/00           $.25            1,500,000                $375,000              -

                                4/28/00           $.15             687,072                 $103,061              -

Christopher J. Webster          02/1/99           $.25             525,000                 $131,250           08/01/01

                                02/1/99           $.15             942,908                 $141,436           08/01/01

                                10/02/98          $.25             225,000                 $56,250            04/02/01

                                4/28/00           $.10            7,000,000                $700,000              -

                                4/28/00           $.15             258,603                 $38,790               -

Richard E. Wachs (1)            02/1/99           $.15            1,700,000                $255,000           08/01/01

Richard Margulies (2)           02/1/99           $.25            2,100,000                $525,000           08/01/01

                                10/02/98          $.25             900,000                 $225,000           04/02/01
</TABLE>

     (1)As of October 13, 1999,  Mr. Wachs  resigned from all positions with the
        Company and its subsidiaries.

     (2)At the time of this  transaction,  Mr.  Margulies was a beneficial owner
        of more than five percent of the Company's outstanding Common Stock.

     As of January 15, 2001, Mr.  Margulies has paid a total of $122,652 towards
the notes issued by him in connection with the option exercises described in the
preceding  table,  and  the  shares  corresponding  to the  amounts  paid by Mr.
Margulies have been released to Mr.  Margulies out of the Option Escrow.  Except
as described  above  regarding  Messrs.  Berg and Webster,  all the other shares
issued upon the exercise of options  described in the preceding  table remain in
the Option Escrow.

                                       70
<PAGE>

     The following  schedule  details,  for the fiscal years ended September 30,
2000, 1999 and 1998,  respectively,  issuances of Common Stock valued at greater
than $60,000 for services  performed on the  Company's  behalf by the  Company's
directors,  executive  officers and each other person known by the Company to be
the beneficial owner of more than five percent of the Company's Common Stock. To
date, no such other transactions have taken place:

     Fiscal year ended September 30, 2000:
<TABLE>
<CAPTION>

                                          Date of             # of              Closing price per share
     Name                                 transaction      shares issued        on date of transaction
     --------------------------------------------------------------------------------------------------
     <S>                                  <C>              <C>                  <C>

     Christopher J. Webster (1)            10-19-99           500,000                    $.435
     Christopher J. Webster (1)             3-28-00          1,000,000                  $2.375
     Leonard Berg (2)                       4-28-00           500,000                    $1.26
     Lon T. Berg (3)                        3-24-00           100,000                    $2.52


     Fiscal year ended September 30, 1999:

                                          Date of             # of              Closing price per share
     Name                                 transaction      shares issued        on date of transaction
     --------------------------------------------------------------------------------------------------
     Leonard Berg (2)                       7-6-99            286,673                    $.51
     Leonard Berg (2)                       2-2-99            258,292                   $1.312
     Thelma Berg (4)                        2-2-99            459,708                   $1.312
     Christopher J. Webster (1)             4-8-99           1,000,000                  $1.187
     Lon T. Berg (3)                        2-2-99            300,000                   $1.312
     Richard Margulies (5)                  6-29-99           500,000                    $.56


     Fiscal year ended September 30, 1998:

                                          Date of             # of              Closing price per share
     Name                                 transaction      shares issued        on date of transaction
     --------------------------------------------------------------------------------------------------
     Leonard Berg (2)                      11-19-97           500,000                    $.25
     Thelma Berg (4)                       11-19-97           350,000                    $.25
     Richard Margulies (5)                 11-19-97           500,000                    $.25

</TABLE>

     (1)Mr.  Webster  is the  Vice  Chairman,  Executive  Vice  President  and a
        director of the Company.

     (2)Mr. Leonard Berg is the Chairman Of The Board,  Chief Executive Officer,
        President  and a director of the Company.  Leonard Berg is the father of
        Lon T. Berg, the Company's Vice President of Marketing.

     (3)Lon T. Berg is the Company's  Vice President Of Marketing and is the son
        of Leonard  Berg the  Chairman Of The Board,  Chief  Executive  Officer,
        President and a director of the Company.

     (4) Thelma Berg is the wife of Leonard Berg.

     (5)At the time of these transactions,  Mr. Margulies was a beneficial owner
        of more than five percent of the Company's common stock.

                                       71
<PAGE>

     Except  as  described  above,  during  the past  two  years  there  were no
transactions between the Company and its directors,  executive officers or known
holders of more than five  percent of the  Company's  Common  Stock in which the
amount involved  exceeded $60,000 and in which any of the foregoing  persons had
or will have a material interest.

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

(a)      Exhibits

     The following  exhibits marked with a footnote  reference were filed with a
General Form for  Registration  of Securities of Small Business  Issuers on Form
10-SB  filed by the  Company  pursuant to Section  12(g) of the  Securities  and
Exchange Act of 1934, as amended, and are incorporated herein by this reference.
If no footnote reference is made, the exhibit is filed with this Report.

Number   Description

2.1       Agreement with Cybermax Tech, Inc. regarding acquisition of Gameverse,
          Inc. (1)

2.2       Stock  Exchange  Agreement  regarding  acquisition of Future Com South
          Florida, Inc. (1)

3.1       Certificate  Of  Incorporation  filed with the  Delaware  Secretary Of
          State on October 9, 1986. (1)

3.2       Certificate  Of Amendment to the  Certificate of  Incorporation  filed
          with the Delaware Secretary Of State on December 3, 1997. (1)

3.3       Certificate  Of Amendment to the  Certificate of  Incorporation  filed
          with the Delaware Secretary Of State on May 1, 2000. (1)

3.4       Amended And Restated Bylaws (1)

4.1       Specimen Common Stock Certificate (1)

10.1      License and Revenue Sharing  Agreement  regarding  Broadcast DVD, Inc.
          (1)

10.2      License Agreement regarding  Accolade,  Inc. and Warner Advanced Media
          Operations (1)

10.3      Agreement with Exodus Communications, Inc. and the Company. (2)

10.4      Agreement with NIVIS, LLC and the Company. (2)

10.5      Term Sheet between J-Tex Corporation and the Company.

11.1      Statement  re:  computation  of per share  earnings-  Incorporated  by
          reference  to the  financial  statements  included in Part F/S of this
          report on Form 10-KSB.

                                       72
<PAGE>
21.1      Subsidiaries  of the  Registrant  (except  where  noted,  all are 100%
          owned):

          Greenleaf Research and Development, Inc., a Delaware corporation
          Gameverse, Inc., a Florida corporation
          Greenleaf Ventures, Inc., a Delaware corporation (inactive)
          ByteCast.com, Inc., a Delaware corporation (inactive)
          Digi Link Technologies, Inc., a Delaware corporation (77.7%)
          Vector North America, Inc., a Delaware corporation (inactive)

24.1      Power of Attorney (1)

27        Financial Data Schedule

         ____________________
(1)       Incorporated   by  reference  from   Registrant's   General  Form  For
          Registration  Of Securities Of Small Business on Form 10-SB filed with
          the Commission on November 15, 1999.

(2)       Incorporated  by reference as an exhibit to the Company's  Form 10-QSB
          filed with the Commission on August 22, 2000.


(b)      Reports on Form 8-K

         None.

                                       73
<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.


                                  GREENLEAF TECHNOLOGIES CORPORATION


Date:  January 19, 2001           By:/s/Leonard Berg
                                  -------------------------------------------
                                        Leonard Berg, Chief Executive Officer


Date:  January 19, 2001           By:/s/Robert Parsons
                                  ---------------------------------------------
                                        Robert Parsons, Chief Financial Officer


Date:  January 19, 2001           By:/s/Christopher J. Webster
                                  -----------------------------------------
                                        Christopher Webster, Executive Vice
                                         President


Date:  January 19, 2001           By:/s/Frank Lo Verme
                                  ---------------------------------------------
                                        Frank Lo Verme, Chief Operating Officer


                                       74
<PAGE>


                                  EXHIBIT INDEX


Exhibit
No.        Description                                                     Page

10.5       Term Agreement with J-Tex Corporation and the Company             2


                                        1