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                     U.S. 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 March 31, 2000          Commission File No.  000-28201

                                 MAXPLANET CORP.
                                 ---------------
             (Exact name of registrant as specified in its charter)


           Delaware                                   31-1478761
           --------                                   ----------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)


     4400 US Highway Route 9 South
     Suite 2800
     Freehold, New Jersey                                 07728
     --------------------                                 -----
     (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (732) 625-0770

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

                                                      Outstanding at
           Title of class                            November 2, 2000
           --------------                            ----------------

         Common Stock,
         Par Value $0.0001                              14,538,421

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-B under the  Securities  Exchange Act of 1934 is not contained
herein, and will not be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated in Part III of this Form
10-KSB or any amendments to this Form 10-KSB.

The issuer's revenues for its most recent fiscal year were $849,486.

As of November 2, 2000, 14,538,421 shares of Common Stock were outstanding,  and
the  aggregate  market  value of shares held by  unaffiliated  stockholders  was
approximately $452,563.

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                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS


Forward Looking Statement

The following  contains  forward looking  information  within the meaning of The
Private  Securities   Litigation  Reform  Act  of  1995.  Such  forward  looking
statements and paragraphs may be identified by such forward looking  terminology
as "may,"  "will,"  "believe,"  "anticipate,"  or  similar  words or  variations
thereof. Such forward looking statements involve certain risks and uncertainties
including the  particular  factors  described  more fully above in this business
discussion and throughout this annual report and in each case actual results may
differ materially from such forward looking statements.  Successful marketing of
the online and other products and services offered by MaxPlanet and their future
contribution to MaxPlanet's revenues depends heavily on, among other things, the
successful  completion of certain technical projects  undertaken by MaxPlanet as
well as the success of MaxPlanet's  marketing and sales  efforts,  none of which
can be assured. Other important factors that MaxPlanet believes may cause actual
results to differ materially from such forward looking  statements are discussed
in the "Risk Factors"  section set forth herein.  In assessing  forward  looking
statements  contained  herein,  readers  are  urged to  carefully  read all such
statements  and all of  MaxPlanet's  filings  with the  Securities  and Exchange
Commission.  MaxPlanet  does not  undertake  to  publicly  update or revise  its
forward  looking  statements  even if experience or future changes make it clear
that  any  projected  results  or  events  (expressed  or  implied)  will not be
realized.


BUSINESS HISTORY AND DEVELOPMENT

         MaxPlanet Corp., a Delaware  corporation,  was incorporated in October,
1982 as Robotic Systems & Technology,  Inc.  ("MaxPlanet").  From  approximately
1983 through November 1993,  MaxPlanet had no business  operations.  MaxPlanet's
shares  became  publicly  traded  upon  the  declaration  of   effectiveness  of
MaxPlanet's  Registration  Statement on Form S-18 filed with the U.S. Securities
and Exchange Commission on April 22, 1983.

         From 1994 until December 31, 1997, MaxPlanet made several acquisitions,
each  of  which  were  either  unsuccessful  ventures  or were  rescinded  after
consummation.  MaxPlanet  filed  Certificates of Amendment to its Certificate of
Incorporation  with the  State  of  Delaware  to  change  its  name to  "Concord
International  Group,  Inc.," on October 14, 1994, to "Maxnet,  Inc." on July 8,
1997, and to its current name, "MaxPlanet Corp.," on July 27, 1999.

         MaxPlanet is an integrated  Internet  development company which focuses
on creating and expanding strategic  alliances for its comprehensive  network of
consumer and business  oriented  websites on its  Internet  websites.  MaxPlanet
currently occupies offices in New Jersey and Florida. Through its majority owned
subsidiary,  Valentino Salotti,  Inc., MaxPlanet is a wholesaler and retailer of
contemporary  leather furniture and utilizes the Internet to showcase its online
furniture  catalog.  Trident Recovery Systems,  Inc., a wholly owned subsidiary,
offers debt collection services. Maxim Auction, Inc., a wholly owned subsidiary,
plans to offer for sale new and excess  merchandise,  closeout  and  refurbished
products to Internet users.  Mundo Maximo Corp., a wholly owned subsidiary,  was
formed to  create a  Spanish-language  Internet  portal to  provide  users  with
information and interactive  content  centered on Hispanic events in the Spanish
language. See "Description of Business" on Page 6.

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         MaxPlanet   identifies,   acquires,   operates  and  manages   Internet
technology and Internet companies which MaxPlanet believes have the potential to
capture specific niche markets.  MaxPlanet's  revenue is  predominately  derived
from the sale of furniture through its subsidiary,  Valentino  Salotti.  For the
fiscal  years  ended  March 31, 2000 and 1999,  MaxPlanet  realized  income from
operations  from its furniture  business of  approximately  $67,200 and $38,500,
respectively.  MaxPlanet  has not yet realized a profit from its  Internet-based
businesses.  For the  fiscal  years  ended  March 31,  2000 and 1999,  MaxPlanet
realized net losses of $1,148,314 and $906,910,  respectively.  MaxPlanet cannot
assure that it will not continue to experience net losses in future periods. See
"Risk Factors - MaxPlanet Has A History of Losses and Expects  Future Losses" on
page 16.


Subsidiaries

         MaxPlanet  currently  has  five  wholly-owned   subsidiaries  and  owns
interests in two additional subsidiaries. MaxPlanet owns 100% of the outstanding
securities of MaxPlanet Radio Corp, a Nevada  corporation  ("MaxPlanet  Radio"),
Trident  Recovery  Systems,  Inc.,  a New York  corporation  ("Trident"),  Maxim
Auction, Inc., a Nevada corporation ("Maxim Auction"), and Mundo Maximo Corp., a
Nevada corporation  ("Mundo Maximo").  MaxPlanet also owns 90% of the equity and
voting securities of Valentino Salotti, Inc., a New York corporation ("Valentino
Salotti"),  80% of the equity and voting  securities  of Ultra Web,  Inc., a New
Hampshire corporation ("Ultra Web"), and 30% of the equity and voting securities
of Luxr Ltd., a New York corporation ("Luxr").


Recent Developments

         On October 17,  2000,  MaxPlanet  entered  into an  agreement  with NPS
International  Corporation,  a  New  York  corporation  ("NPS").  The  agreement
provides  for NPS to lease  its  corporate  office  from  MaxPlanet  and use the
services of MaxPlanet's  Internet  development and production facility in Miami,
Florida to generate  users and  customers  to  purchase  products  and  services
offered by NPS.  The  agreement  is  expected to provide  MaxPlanet  revenues of
$5,000  per  month  until  September  2001,  and is  automatically  renewed  for
successive  one year  terms  until  either  party  delivers  written  notice  of
termination to the other party. In connection with the agreement,  NPS agreed to
pay MaxPlanet a minimum  quarterly fee of 100,000 shares of NPS common stock for
supporting    NPS'    growth    plan.    MaxPlanet    concurrently    sold   its
1class.com/oneclass.com  and telephonebook.net business plans and related domain
names and certain  other domain names to NPS in exchange for 3.5 million  shares
of NPS common stock valued at approximately $123,000.  Pursuant to the agreement
with NPS, following the execution of the agreement with NPS on October 17, 2000,
Henry Val, the Chief  Executive  Officer and Chairman of the Board of MaxPlanet,
was  appointed  interim  President,  and elected a director,  of NPS, and Israel
Goldreich,  the Vice  President  and a director of  MaxPlanet,  was elected as a
director of NPS.

         On August 3, 2000,  MaxPlanet entered into a settlement  agreement with
Maxnet  Holdings,  Inc.,  which,  in July  1998,  had filed a federal  trademark
infringement  lawsuit against MaxPlanet relating to MaxPlanet's prior use of the
name "Maxnet,  Inc." Pursuant to the settlement  agreement,  MaxPlanet agreed to
discontinue  the use of the Maxnet name and service  mark in exchange for Maxnet
Holdings' dismissal of all claims against MaxPlanet.  See "Legal Proceedings" on
page 28.

         On March 17, 2000,  Mundo Maximo Corp.  entered into an agreement  with
Triumph Global  Securities,  Ltd.  pursuant to which Triumph Global will provide
financial  and  consulting  services  to Mundo  Maximo and act as its  exclusive
advisor and placement agent in connection with Mundo Maximo's  efforts to obtain
capital investment from outside sources. Mundo Maximo has paid Triumph Global an
aggregate of $95,000 in cash in connection with the agreement and Triumph Global
will receive the greater of (i) an

                                       2
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additional $505,000,  and (ii) 7% of the first $10 million of the capital raised
by Triumph Global, less $95,000,  plus 4% of the capital raised in excess of $10
million.

         On November  18,  1999,  MaxPlanet  issued a press  release  announcing
management's decision to terminate an agreement to acquire Planet Digital, Corp.
as well to terminate two agreements  that MaxPlanet had entered into with Planet
Entertainment,  namely a joint  venture  agreement  and an agreement to purchase
non-exclusive  rights to 2500 masters from Planet  Entertainment.  MaxPlanet and
Planet Digital mutually agreed to terminate the agreement by which MaxPlanet was
to acquire Planet Digital after further evaluation of the transaction determined
that consummating the transaction was not in the best business  interests of the
respective  parties.   MaxPlanet  terminated  the  two  agreements  with  Planet
Entertainment due to Planet Entertainment's failure to proceed with the terms of
the agreements. See "Legal Proceedings" on page 28.


Acquisition of Valentino Salotti

         On May 8, 1998,  MaxPlanet acquired 100% of the outstanding  securities
of Valentino Salotti from Isaak Val, the President, and a director, of MaxPlanet
in exchange for (a) 500,000 shares of MaxPlanet  common stock and (b) $50,000 in
cash. Mr. Isaak Val was the principal  shareholder of Valentino Salotti prior to
the  acquisition  and currently  serves as the  President of Valentino  Salotti.
Immediately prior to the acquisition by MaxPlanet, Mr. Isaak Val owned, directly
or beneficially, 100% of the equity and voting securities of Valentino Salotti.

         Valentino Salotti is a furniture  distributor,  wholesaler and retailer
that  purchases  100% of the  merchandise  it sells to customers  from  Tradeway
Upholstery,  Inc., a New York  corporation,  which is  wholly-owned by Mr. Isaak
Val, the  President and a director of MaxPlanet.  MaxPlanet  acquired  Valentino
Salotti  because  MaxPlanet  believes that it can utilize  MaxPlanet's  existing
technology and brand name to generate revenue from the sale of Valentino Salotti
furniture  via the Internet and because  MaxPlanet  believes  that the Valentino
Salotti  name and its quality  products  will  complement  MaxPlanet's  existing
products  and enhance  MaxPlanet's  name and  reputation.  See  "Description  of
Business - Valentino Salotti,  CustomLiving.com:  Wholesale and Retail Furniture
Sales; Online Furniture Catalog" on page 8.


Sale of 10% of Valentino Salotti

         On February 17, 1999,  MaxPlanet sold 10% of Valentino Salotti to A & J
Capital,  Inc.,  a New  York  corporation  ("A & J  Capital")  that  was  not an
affiliate  of  MaxPlanet  at the  time of such  sale,  for  $200,000.  MaxPlanet
received  $50,000 and a  promissory  note in the  principal  amount of $150,000,
payable on demand at any time after 12 months  from the date of  issuance,  at a
rate of interest  of 10% per annum,  from A & J Capital in  connection  with the
sale.  MaxPlanet sold its 10% interest in Valentino  Salotti to generate capital
for operations. See "Recent Sales of Unregistered Securities," beginning on page
31.


Acquisition of WebPhoneBook.com

         On June 4, 1998,  MaxPlanet acquired research  information and business
plans for its  WebPhoneBook/Portal  Community Internet project,  the domain name
WebPhoneBook.com and 17 other domain names from Intrasoft, Ltd., an unaffiliated
New York corporation,  for $70,000.  MaxPlanet intends  WebPhoneBook.com to be a
source of industry specific  business guides that will be basic,  fast, and easy
to use and that will provide consumer contact and product  information for local
businesses.

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<PAGE>


         MaxPlanet  acquired  WebPhoneBook.com  because MaxPlanet  believes that
WebPhoneBook.com  will  enhance  the  services  provided by  MaxPlanet  and will
benefit  MaxPlanet's  users by providing them with a personalized  search engine
that will focus on the interests specified by each user. MaxPlanet believes that
its WebPhoneBook can serve as the Internet's Multimedia Rolodex, providing users
with valuable  information about commercial business to business services on the
web without all the extraneous,  irrelevant and redundant  information generated
by traditional search engines.  MaxPlanet intends to utilize the assets acquired
from Intrasoft to generate revenue, directly and indirectly, by:

         o        selling advertising space on the  WebPhoneBook.com and related
                  websites;

         o        selling directory space on WebPhoneBook.com to businesses; and

         o        utilizing  the  acquired   websites  to  increase  traffic  to
                  MaxPlanet's  Portal Community and to further build and enhance
                  MaxPlanet's name and reputation.

See "Description of Business - Directory  Products and Services on the Internet:
www.WebPhone Book.com." on page 8.


Acquisition of OneClass.com and 1Class.com

         On June 16, 1998,  MaxPlanet  acquired the domain names,  business plan
and content of OneClass.com and 1Class.com  (collectively,  "OneClass"),  online
shopping  networks  which link users to products and  services  offered by third
party  vendors and enable users to make online  purchases  of such  products and
services, from Reich Brothers, Inc. ("Reich Brothers"),  a Delaware corporation,
of which Israel  Goldreich,  the Vice President and a director of MaxPlanet,  is
the principal shareholder.

         MaxPlanet  acquired  OneClass  as part of its  overall  plan to acquire
domains,  products and services that MaxPlanet  believes  enhance and complement
the products and services provided by MaxPlanet and that MaxPlanet believes will
ultimately increase shareholder value. By obtaining OneClass, MaxPlanet acquired
the OneClass  operation and business plan,  which  MaxPlanet has integrated into
its online Portal  Community.  At the time of this  acquisition,  Mr.  Goldreich
owned,  directly or  beneficially,  100% of the outstanding  securities of Reich
Brothers.  Reich Brothers  received an aggregate of $6000 cash, 25,000 shares of
MaxPlanet  common stock and an option to purchase 100,000  additional  shares of
MaxPlanet  common stock at $1.00 per share. On October 17, 2000,  MaxPlanet sold
all  rights  to  OneClass  to  NPS   International   Corporation.   See  "Recent
Developments" on page 2.


Acquisition of Luxr

         On  November  12,  1998,  MaxPlanet  acquired  5%  of  the  outstanding
securities of Luxr, an unaffiliated  designer,  importer and distributor of fine
jewelry,  including watches and estate jewelry, as consideration for a loan made
by MaxPlanet to Luxr in the principal  amount of $140,000 and in connection with
a marketing  agreement  entered into by MaxPlanet  with Luxr by which  MaxPlanet
agreed  to  market  Luxr  products   online.   In  connection  with  MaxPlanet's
acquisition  of 5% of the  outstanding  securities  of Luxr,  Luxr  executed and
delivered to  MaxPlanet a  promissory  note,  dated  November  12, 1998,  in the
principal amount of $140,000,  with interest in the amount of $2800,  payable in
full upon demand by MaxPlanet 30 days after the date of issuance.

         MaxPlanet made the loan to, and acquired the 5% interest in, Luxr in an
effort to facilitate  MaxPlanet's  entry into the online jewelry market and with
the  intention  of  featuring  Luxr and its  products  as a `Premier  Vendor' on
MaxPlanet's auction website. On April 29, 1999,  MaxPlanet agreed to convert the
balance due to  MaxPlanet  pursuant to the  promissory  note into shares of Luxr
common  stock,  and, as a result,
                                       4

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acquired an  additional  25%  interest in Luxr through  such  conversion,  which
increased  MaxPlanet's total equity interest in Luxr to 30%. See "Description of
Business - Jewelry Online: Luxr, www.LUXR.com" on page 12.


Acquisition of Virtual Financial

         Pursuant to an agreement  dated December 15, 1998,  MaxPlanet  acquired
100% of the equity securities of Virtual Financial  Network.com,  Inc. ("Virtual
Financial"),  an unaffiliated Florida technology and marketing corporation,  and
its related  Internet  website,  for $50,000 in cash,  an  aggregate  of 500,000
shares of MaxPlanet common stock issued to the shareholders of Virtual Financial
at and after closing and an additional  500,000 shares of MaxPlanet common stock
that was to be issued to such  shareholders  subsequent  to the  closing  of the
transaction  (the  "Additional  Shares").  The Additional  Shares were issued by
MaxPlanet  and are being held in escrow,  subject to the  outcome of  litigation
between the parties. See "Legal Proceedings" on page 28.

         MaxPlanet  issued  100,000  shares of common  stock to Reich  Brothers,
Inc., of which Israel Goldreich, the Chief Operating Officer, Vice-President and
a director of MaxPlanet, is the President,  for identifying Virtual Financial as
an acquisition target and for facilitating the transaction. This transaction was
consummated  prior to Mr.  Goldreich's  service as an officer  and  director  of
MaxPlanet. See "Recent Sales of Unregistered Securities," beginning on page 31.

         On June 18, 1999,  Articles of Dissolution were filed with the State of
Florida  dissolving  Virtual  Financial.  MaxPlanet  has  since  terminated  the
operations of the Internet  website.  MaxPlanet  utilized the assets,  including
Virtual   Financial's   technology  and  personnel  MaxPlanet  obtained  in  its
acquisition of Virtual Financial to establish an Internet  development  division
that focuses on developing MaxPlanet's Java Component Technology,  WebPhoneBook,
E-Commerce,  online  multimedia  solutions,  CustomLiving  and  the  MundoMaximo
website.  MaxPlanet  intends that its Internet  development  division  will also
provide  development  services  to  customers  who seek to develop  personal  or
business-related  Internet  websites,  and MaxPlanet expects to generate revenue
from fees charged to customers for such services. See "Description of Business -
Internet Developers: Virtual Financial" on page 9.


Acquisition of Trident Recovery Systems

         On  February  11,  1999,  MaxPlanet  acquired  100% of the  outstanding
securities of Trident in exchange for 500,000 shares of MaxPlanet  common stock.
Trident's core business is asset recovery in both consumer and commercial areas.
MaxPlanet acquired Trident with the intention of utilizing Trident's  experience
and expertise in the asset  recovery  business to enhance  MaxPlanet's  existing
debt  collection-related  domain.  MaxPlanet intends to utilize Trident to offer
asset  recovery  services  nationwide  via the  Internet.  See  "Description  of
Business - Trident Recovery Systems, Inc." on page 10.


Formation of Maxim Auction

         On February 18, 1999,  MaxPlanet's formed its wholly-owned  subsidiary,
Maxim  Auction,  which  MaxPlanet  intends  will  serve  as an  online  auction.
MaxPlanet  formed  Maxim  Auction to  operate  MaximAuction.com,  through  which
MaxPlanet  intends to sell new  merchandise,  excess  merchandise,  closeout and
refurbished  products to Internet  users,  consumers  and small to  medium-sized
businesses.  MaxPlanet anticipates that MaximAuction.com will feature a rotating
selection  of  brand  name   products,   merchandise,   computers  and  consumer
electronics, which typically sell at significant discounts as compared to prices
offered   by   traditional   retailers.   MaxPlanet   will   seek   to   utilize
MaximAuction.com  to run auctions
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seven days a week, offering many items in each of its daily auctions,  providing
a distribution channel ranging from new products to products generally available
at  garage  sales  and flea  markets  and odd lot  quantities  of  closeout  and
refurbished goods. See "Description of Business - Auction Online:  Maxim Auction
and Maximauction.com" on page 12.


Acquisition of Ultra Web

         On February 24, 1999, MaxPlanet purchased 80% of the outstanding equity
and voting securities of Ultra Web, Ultra Web's  Telphonebook.net  domain, which
functions as an Internet yellow-pages directory,  and certain equipment,  domain
names,  databases and other  Internet  related  assets from a  non-affiliate  of
MaxPlanet in exchange for 100,000 shares of MaxPlanet common stock.

         MaxPlanet intends to utilize the InfoQuest technology licensed by Ultra
Web,  which  allows users to search a national  directory  with over 108 million
listings in less than  one-tenth of a second,  to enhance  MaxPlanet's  existing
services and information resources. MaxPlanet intends to integrate the InfoQuest
technology  and databases into  MaxPlanet's  WebPhoneBook.com,  which  MaxPlanet
believes  will enable  MaxPlanet to generate  advertising  and  directory  sales
revenue.   MaxPlanet   intends   to   integrate   these   components   into  its
WebPhoneBook.com  and  make  WebPhoneBook.com  function  as a  desktop  Internet
multimedia  rolodex.  MaxPlanet  intends to continue  to utilize  the  InfoQuest
technology.  See  "Description of Business - Directory  Products and Services on
the Internet:  www.WebPhoneBook.com" on page 8. MaxPlanet sold all rights to the
Internet  website  www.Telephonebook.net  to NPS  International  Corporation  on
October 17, 2000. See "Recent Developments" on page 2.


Formation of MaxPlanet Radio Corp.

         On March 22, 1999,  MaxPlanet  formed  MaxPlanet Radio Corp. to operate
its  MaxPlanet  Radio  Network,  which was launched by MaxPlanet on December 29,
1998. MaxPlanet Radio is an audio and video content provider that is intended to
enable users to listen to music and view videos through MaxPlanet's website. See
"Description of Business - Maximmusic.com  and MaxPlanet Radio Network:  Music -
Audio/Video Online" on page 10.


DESCRIPTION OF BUSINESS.

         MaxPlanet is an integrated  Internet  development company which focuses
on creating and expanding strategic  alliances for its comprehensive  network of
consumer and business  oriented  websites on its  Internet  websites.  MaxPlanet
currently occupies offices in New Jersey and Florida. Through its majority owned
subsidiary,  Valentino  Salotti,  Inc.,  MaxPlanet is a wholesaler  and retailer
sales of  contemporary  leather  furniture and utilizes the Internet to showcase
its online furniture  catalog.  Trident Recovery  Systems,  Inc., a wholly owned
subsidiary, offers debt collection services. Maxim Auction, Inc., a wholly owned
subsidiary,  plans to offer for sale new and excess  merchandise,  closeout  and
refurbished  products to Internet  users.  Mundo  Maximo  Corp.,  a wholly owned
subsidiary,  was formed to create a Spanish-language  Internet portal to provide
users with  information and interactive  content  centered on Hispanic events in
the Spanish language.

         MaxPlanet  opened its corporate  website  www.MXNT.com  in July,  1998,
developed and created the portal community website  www.MaxPlanet.com in August,
1998, and launched www.MaxPlanet.com on December 2, 1998. MaxPlanet operates the
Internet auction website www.MaximAuction.com,  which it created on December 23,
1998, over which MaxPlanet plans to offer new merchandise,  excess  merchandise,
closeout and  refurbished  products for sale to Internet  users,  consumers  and
small to medium-sized businesses.

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         MaxPlanet operates the domain www.MundoMaximo.com, MaxPlanet's official
Spanish Portal  Internet site through its  subsidiary,  Mundo Maximo,  which was
incorporated  on September 10, 1999.  MaxPlanet seeks to utilize this website to
capitalize on the growing global Hispanic online market.  MaxPlanet intends that
MundoMaximo.com  will serve as its  Spanish-language  Internet portal,  enabling
MaxPlanet to provide users with information and interactive  content centered on
global Hispanic events in both Spanish and English.

         MaxPlanet operates MaxPlanet Radio, which offers originally  programmed
audio and video content over the Internet, through www.MaxPlanet.com.  MaxPlanet
intends to integrate into, and operate  through,  MaxPlanet Radio an audio/video
digital  encoding  content  provider on the Internet  which will enable users to
listen to music, view videos and movies,  utilize  interactive CD ROMs, computer
software,  PDAs  (personal  digital  assistants)  and WAP (wireless  application
protocol), which will deliver content over digital wireless networks.  MaxPlanet
intends to continue to develop, or acquire, the content and services required to
appeal to the Internet savvy shopper,  sophisticated  shopper,  bargain  hunter,
spontaneous purchaser and active bidder.

         MaxPlanet offers customers,  advertisers and users multiple outlets for
entertainment,  shopping and information  online.  MaxPlanet  intends to provide
users of its Internet websites with the option of shopping online or bidding for
products, which MaxPlanet believes will position it to capture a share of online
purchases and advertising  revenues.  MaxPlanet is attempting to create multiple
interactive Portals with E-commerce and Auctions,  integrate video, music and an
Internet radio station and establish a desktop information  business to business
and user to user web telephone  book and Internet  website  address book.  While
MaxPlanet  expects to generate  revenue through  E-Commerce,  including sales of
Internet  development  services,  furniture  and  products  over  the  Internet,
MaxPlanet  anticipates that its principal source of revenue will be derived from
fees paid by third  parties  for  advertising  their  products  and  services on
MaxPlanet's main and satellite websites.


Relative Importance of Operations

         MaxPlanet's     management     considers    its    Internet    websites
www.MaxPlanet.com and  www.MundoMaximo.com  to be its most important operations,
since these sites are  expected to comprise an  international  portal  community
that  will tie  together  MaxPlanet's  featured  products  and  services  and be
utilized to launch and access MaxPlanet's featured product lines,  resources and
services.  Management  considers Valentino Salotti and its  www.CustomLiving.com
website to be its next most important  operation at this time,  since during the
fiscal year ended March 31, 2000,  approximately 88% of MaxPlanet's  revenue was
generated  by Valentino  Salotti.  See  "Description  of Business" on page 6 and
"Description of Business - Valentino  Salotti,  CustomLiving.com:  Wholesale and
Retail Furniture Sales; Online Furniture Catalog" on page 8.

         Management believes the Internet  development and web-hosting  business
to be its next most  important  business  operation,  followed by the  directory
service   and   other   resources   that   MaxPlanet    provides   through   its
www.WebPhoneBook.com  Internet website.  Management considers MaximAuction to be
its next most  important  operation,  followed by Trident,  MaxPlanet  Radio and
Luxr, in descending order of relative importance. See "Description of Business -
Internet Developers: Virtual Financial" on page 9 and "Description of Business -
Directory Products and Services on the Internet:  www.WebPhoneBook.com"  on page
8.

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Valentino  Salotti,  CustomLiving.com:  Wholesale  and Retail  Furniture  Sales;
Online Furniture Catalog.

         Valentino Salotti, is a furniture  wholesaler and retailer that designs
and distributes contemporary leather furniture and household products. Valentino
Salotti  currently  occupies  approximately  15,000 square feet of warehouse and
showroom  space  at 248  Flushing  Ave,  Brooklyn,  New  York  11205.  MaxPlanet
currently  utilizes  the  Internet as an online  catalog for  Valentino  Salotti
merchandise  and  intends  to  offer   Valentino   Salotti  designs  and  custom
manufactured  products  directly to  customers  via the  Internet  and through a
proposed interactive kiosk program that is being explored by MaxPlanet. To date,
Valentino  Salotti has derived no revenue from sales made to customers  directly
via the Internet.

         For the fiscal years ending March 31, 2000 and 1999,  the total revenue
derived  by  MaxPlanet  from  Valentino   Salotti  was  $748,592  and  $516,763,
representing  approximately  88% and 99%,  respectively,  of  MaxPlanet's  total
revenue during such periods.

         On July 16, 1998,  MaxPlanet launched  www.CustomLiving.com,  a website
that  enables   MaxPlanet  to  offer   Valentino   Salotti  designs  and  custom
manufactured  products to customers  through its online  catalog.  Customers can
access the Valentino Salotti catalog of merchandise through this website and can
order the  merchandise  by telephone  for delivery or by visiting the  Valentino
Salotti showroom in Brooklyn, New York.

         MaxPlanet  intends to sell  Valentino  Salotti  furniture  directly  to
customers  over the  Internet and to offer  access to its  CustomLiving  website
through  interactive kiosks in selected malls and shopping centers.  At present,
this Internet  website is functioning as an online furniture  catalog;  however,
the  website is not fully  functional  because  MaxPlanet  is in the  process of
raising  additional funds to finance the completion of this project,  which will
include the hiring of qualified technical personnel to complete its development.
MaxPlanet  intends to begin  marketing  and sales for this website in the fiscal
year ending March 31, 2001. MaxPlanet is also considering opening a CustomLiving
flagship  store in New  Jersey.  MaxPlanet  intends  to offer  select  franchise
opportunities  for  individuals   interested  in  opening   CustomLiving  stores
throughout  the United States.  MaxPlanet  intends for  CustomLiving  stores and
kiosks to enable customers to design virtual rooms,  similar to the actual rooms
that they wish to furnish, with furniture of their choice, utilizing interactive
kiosk monitors.


Directory Products and Services on the Internet: www.WebPhoneBook.com.

         MaxPlanet  anticipates  that its  www.WebPhoneBook.com  Internet search
engine  will  place  entire  industries  in  simple,   easy-to-use   interactive
categories and directories.  At present,  this website is not fully  functional,
and MaxPlanet has derived no revenue from the  operations of this  business,  as
MaxPlanet is in the process of raising  funds to finance the  completion of this
project,  which will include the hiring of qualified  technical,  marketing  and
sales  personnel  to complete  the  development  of this  website and market its
services.  MaxPlanet  intends to complete  development  and begin  marketing and
sales of this website in the fiscal year ending March 31, 2001.

         MaxPlanet  intends  for  WebPhoneBook.com  to be a source  for  various
industry specific business guides.  These guides are intended to be basic, fast,
and  easy-to-use,  and are  intended  to provide  consumer  contact  and product
information  for local  businesses  nationwide  in the  short  term  future  and
worldwide in the long term future.  Users will be provided  with a  personalized
search  engine that will carry the interests  specified by each user.  MaxPlanet
expects  WebPhoneBook  to  serve  as a  Multimedia  Rolodex  for  the  Internet.
MaxPlanet  intends  for  WebPhoneBook.com  to provide  customers  with  valuable
information  about  commercial  business  to business  services on the  Internet
without all the extraneous,  irrelevant and redundant  information  generated by
traditional  search engines.  MaxPlanet  expects that its  Webphonebook.com,  in

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conjunction with MaxPlanet.com and MaxPlanet's satellite websites,  will provide
users with the information  that they seek from sources located in their area or
within  reasonable  proximity  to them and that it will  also  provide  names of
persons  or  entities  in such  localities  who can assist  them in finding  the
information that they seek.

         MaxPlanet expects to derive revenue from  WebPhoneBook.com  through the
sale of  advertising  space on the  websites  and  from  the  sale of  directory
listings,  generating revenue in a manner similar to the manner in which revenue
is generated by traditional yellow pages directory book providers.


Internet Developers: Virtual Financial.

         On November 19, 1998,  MaxPlanet  established its Internet  development
division,  which focuses on developing  MaxPlanet's  Java Component  Technology,
WebPhoneBook,  E-Commerce,  online  multimedia  solutions,  CustomLiving and the
MundoMaximo website. While MaxPlanet's Internet development division has done no
significant  work  for  companies  other  than  MaxPlanet  and  its  affiliates,
MaxPlanet  expects  that this  business  will  provide  development  services to
customers who seek to develop personal or business-related Internet websites.

         At  present,  MaxPlanet's  Internet  development  division is not fully
functional,  as  MaxPlanet  is in the  process of raising  funds to finance  the
completion  of  this  project,  which  will  include  the  hiring  of  qualified
technical,  marketing and sales  personnel to complete the  development  of this
business and market its services. MaxPlanet intends to begin marketing and sales
for this  division by the end of the fiscal year ending March 31,  2001.  In the
year ended March 31, 2000,  MaxPlanet derived no significant revenue as a direct
result of the operations of its Internet development  division.  While MaxPlanet
owns the rights to the Internet  website  www.vfn.com.,  Virtual  Financial  was
dissolved on June 18, 1999 and the operations of the website were  terminated at
that time. See "Acquisition of Virtual Financial" on page 5.


Mundomaximo.com, MaxPlanet - Africa, MaxPlanet - U.S. States and Cities.

         MaxPlanet created the domain www.MundoMaximo.com  (MaxPlanet's official
Spanish Portal Internet site) and launched the website on January 8, 1999, in an
attempt to capitalize on the growing global  Hispanic  online market.  MaxPlanet
intends for  MundoMaximo.com  to serve as a  Spanish-language  Internet  portal,
through which  MaxPlanet  will provide users with  information  and  interactive
content  centered on global Hispanic events in the Spanish  language.  Since the
language  preference  of  many  acculturated   American  Hispanics  is  English,
MaxPlanet  also offers users the ability to access  information  and services in
English on www.MaxPlanet.com.

         At present, the MundoMaximo.com Internet website is operational, but is
not fully functional, as MaxPlanet is in the process of raising funds to finance
the  completion  of this  project,  which will  include the hiring of  qualified
technical,  marketing and sales  personnel to complete the  development  of this
website  and market its  services.  MaxPlanet  intends  for its  MundoMaximo.com
website,  from which MaxPlanet derived no revenue during fiscal year ended March
31, 2000, to be fully operational by the end of the fiscal year ending March 31,
2001, and MaxPlanet intends to begin marketing and sales for  MundoMaximo.com by
the end of the fiscal year ending March 31, 2001.

         MundoMaximo.com  attempts  to attract  viewers by  providing a one-stop
destination  for  identifying,  selecting  and  accessing  resources,  services,
content and  information,  and by  providing  users with a search  engine,  free
e-mail,  Spanish-language  news feeds, chat rooms and message boards.  MaxPlanet
anticipates  that the principal source of revenue from  MundoMaximo.com  will be
generated  through fees charged to third

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<PAGE>

parties for advertising their products and services on  MundoMaximo.com.  In the
fiscal year ended March 31,  2000,  the  MundoMaximo.com  website  generated  no
revenues,  and MaxPlanet does not expect to derive any significant  revenue from
its MundoMaximo.com website.

         MaxPlanet  intends to utilize  MundoMaximo.com  to target and reach the
Hispanic market and its  distribution  channels.  According to a July 1999 study
conducted by the United States  Department of Commerce,  approximately 5 million
of the  approximately  31 million Latin Americans  residing in the United States
regularly utilize the Internet. MaxPlanet believes that this market will be able
to  support  healthy  competition  for  Internet  purchases  by Latin  Americans
residing in the United  States.  MaxPlanet  believes  the this  market  warrants
portal space dedicated to Hispanic  community  news,  products and lifestyle and
that MaxPlanet has the ability to provide such service to this community.

         MaxPlanet launched its MaxPlanet-Africa  website on June 25, 1999. This
website is intended to provide  MaxPlanet  users with easy access to information
related to the  continent  of Africa,  its people and its  diverse  culture.  At
present,  this  website is not fully  functional.  MaxPlanet  does not expect to
derive any revenue  directly  from this website,  but instead  intends for it to
enhance  the  overall  value  of the  MaxPlanet  brand  name  by  serving  as an
information resource for users of MaxPlanet's portal community.

         MaxPlanet  plans to launch  portal  sites for each  state in the United
States and expects that each site will offer users regional auctions,  shopping,
entertainment and various other items of local interest.


Trident Recovery Systems, Inc.

         Trident is a full  service  asset  recovery  company that is capable of
handling  accounts  from initial  collection  efforts  through the legal process
until the debt is  resolved.  MaxPlanet  intends to  penetrate  the U.S.  market
through increased  advertising,  Internet  integration,  marketing and a focused
sales  effort.  For the fiscal  year ended  March 31,  2000,  and for the period
beginning  February,  1999,  the date of  MaxPlanet's  acquisition  of  Trident,
through  March 31, 1999,  total  revenue  derived by MaxPlanet  from Trident was
approximately $44,000 and $23,300, respectively, representing approximately 5.0%
and 4.0% of MaxPlanet's total revenue during such periods.

         MaxPlanet  expects  to  continue  to operate  Trident as a  stand-alone
collection agency in the short term, but intends to fully integrate Trident into
MaxPlanet's CollectionAgencies.com domain in the long term. MaxPlanet intends to
create a nationwide sales force with regional sales and service offices in every
major market  through  contracts  with,  and  acquisitions  of,  other  regional
collection and recovery corporations.


Maximmusic.com and MaxPlanet Radio Network:  Music - Audio/Video Online.

         In  November,   1998,  MaxPlanet  created  its  maximmusic  website  to
specialize in the production, downloading and distribution for independent music
recording  artists.  MaxPlanet  created  this  domain  in  conjunction  with its
decision  to enter the online  music -  audio/video  market and the  creation of
MaxPlanet's  Entertainment  Division,  MaxPlanet  Media-Entertainment,  and  its
online recording label Maximmusic.com.

         On December 29, 1998,  MaxPlanet  launched the MaxPlanet Radio Network,
which  enables  users to listen to, or view, as the case may be, audio and video
content  delivered to them via the Internet and utilize  interactive CD ROMs and
computer  software  through  MaxPlanet's  websites.  Though the MaxPlanet  Radio
website  is  currently  operational,  it is not yet fully  functional.  However,
MaxPlanet anticipates that MaxPlanet Radio will be fully functional, and that it
will derive  revenue from MaxPlanet  Radio,  in the fiscal year ending March 31,
2001.

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<PAGE>

         MaxPlanet  intends to premier new independent  recording  artists under
MaxPlanet's  Maximmusic.com  label.  MaxPlanet intends to utilize  Maximmusic to
provide  independent  artists with the  facilities to record music,  a forum for
their  music  to  be  heard,  promotional  services  and  a  mechanism  for  the
distribution of the music.  MaxPlanet intends to offer  independent  artists the
use of  MaxPlanet's  production  facilities  in Florida and the  opportunity  to
promote the music on MaxPlanet's websites. MaxPlanet expects to generate revenue
from the sale of these music  products  and from fees charged to artists for the
use of MaxPlanet's facilities and resources.

         MaxPlanet  intends  to enter  into  joint  ventures  that  will  enable
MaxPlanet  to offer  proprietary  music  catalogs  of other  companies,  digital
downloading directly from such catalogs, and a platform to showcase new artists.
MaxPlanet  intends to enable  customers to create their own CDs, listen to music
24 hours a day and to order from  MaxPlanet  the music that they  listen to over
the  radio.  MaxPlanet  intends  utilize  MaxPlanet  Radio to  develop an online
jukebox that will enable users to:

         o        load a play list of their favorites music to play;

         o        record a greatest hits CD; and

         o        download directly to their PCs for their personal use.

         MaxPlanet  intends to enable  distributors to sell product  directly to
market,  offering users the ability to order products  directly from  MaxPlanet.
MaxPlanet intends for MaxPlanet Radio to become an aggregator of streaming audio
and video programming,  to obtain non-exclusive digital rights to feature length
movies and to offer a library of digital  feature films to its users.  MaxPlanet
also expects MaxPlanet Radio to:

         o        author DVD products and convert audio and video  products into
                  digital format;

         o        provide content modules for Video on Demand (VOD) servers; and

         o        provide Wireless  Application  Protocol (WAP) for PDAs and the
                  digital wireless network.

         MaxPlanet  believes that these additional levels of content will enable
MaxPlanet  to attract more users to its  websites,  which will lead to increased
advertising  revenue,  sales of products,  sponsorships,  affiliate programs and
brand awareness.

         While MaxPlanet's  Internet music website is operational,  MaxPlanet is
in the process of raising funds to finance the completion of this project, which
will include the hiring of qualified technical, marketing and sales personnel to
complete the  development of this website and market its services.  For the year
ending March 31, 2000,  MaxPlanet derived no revenue from music related products
and operations.  MaxPlanet expects that  approximately 20% to 30% of MaxPlanet's
future revenues will be derived from the wholesale  distribution of pre-recorded
music,  digitally downloaded music,  advertising and music product sales through
MaxPlanet Radio and MaximMusic.com.


Auction Online: Maxim Auction and MaximAuction.com

         On December 23, 1998, MaxPlanet created the domain www.MaximAuction.com
to serve as an Internet auction website. On February 18, 1999,  MaxPlanet formed
Maxim  Auction as a wholly  owned  subsidiary  with the  intention  of operating
MaximAuction.com through Maxim Auction.

         At present,  MaximAuction.com  offers a limited selection of items that
are available for bidding,  which primarily  include Valentino Salotti furniture
and  LUXR   jewelry.   This  is   attributable   to  the  fact  that  while  the
MaximAuction.com  website is fully operational,  MaxPlanet has not yet initiated
MaximAuction's  marketing  and sales  campaign,  which  MaxPlanet  believes will
attract users  interested  in listing  items for sale on the website.  MaxPlanet
intends to raise  additional  funds to enable it to launch  this  marketing  and
sales

                                       11

<PAGE>

campaign, which MaxPlanet anticipates will be initiated by the end of the fiscal
year ending March 31, 2001. For the year ended March 31, 2000, MaxPlanet derived
no revenue from the operations of MaximAuction.

         MaxPlanet intends to utilize  MaximAuction.com to sell new merchandise,
excess  merchandise,  closeout  and  refurbished  products  to  Internet  users,
consumers  and small to  medium-sized  businesses.  MaxPlanet  believes that its
online  auction will  represent  an exciting  sales format for users and that it
will take advantage of the interactive nature of the Internet.

         MaxPlanet  intends  that   MaximAuction.com  will  feature  a  rotating
selection  of  brand  name   products,   merchandise,   computers  and  consumer
electronics  that will typically  sell at  significant  discounts as compared to
merchandise   sold   at   traditional   retailers.    MaxPlanet   expects   that
MaximAuction.com  will operate auctions seven days a week and offer a variety of
items in each of its daily auctions.

         MaximAuction.com's   online   auctions   are   intended  to  provide  a
distribution  channel  ranging from new products to products  from garage sales,
flea markets and odd lot quantities of closeout and refurbished goods. MaxPlanet
believes  that the  frequency  of Maxim  Auction's  auctions  and its ability to
continuously  add new items will allow vendors to dispose of inventory  quickly,
thus minimizing their risk of price erosion.

         MaxPlanet  believes  that  it will  attract  vendors  to sell  products
through  MaximAuction.com,  since online sales allow vendors to liquidate excess
merchandise  directly  to a  nationwide  audience  without  cannibalizing  their
primary distribution channels. Thus, MaximAuction.com will provide an additional
channel of distribution for manufacturers  which will enable such  manufacturers
to expose their products to users of MaxPlanet's community of websites.

         MaximAuction.com  is intended to present users with the  opportunity to
establish  their own prices on popular brand name products,  the  convenience of
shopping 24 hours a day, seven days a week, and a unique audio/video  experience
combined with an ever-changing  merchandise  mix, which MaxPlanet  believes will
entice  users/customers  to  participate in the auctions.  MaxPlanet  intends to
provide users with an entertaining,  easy to use and fast auction process,  with
tight  control  of the order  process  and  customer  support,  which  MaxPlanet
believes  will  encourage  users to  repeatedly  visit the site and  utilize the
services  offered  by  MaxPlanet.   MaximAuction.com  has  established  multiple
channels for communicating with customers before and after each sale,  including
telephone,  e-mail and online  support.  MaxPlanet  also intends to  incorporate
other features into MaximAuction.com,  such as a personalized page with a user's
bidding history, to encourage repeat visits.

         MaxPlanet  plans to obtain  merchandise  directly and  indirectly  from
computer and consumer electronics  manufacturers and through other vendors, such
as retailers,  distributors and other various  companies.  MaxPlanet  intends to
offer businesses an exclusive `Premier Vendor' presence on MaximAuction.com,  in
which  MaxPlanet  expects to charge  vendors fees for the rights to be exclusive
advertising vendors for specific business subdivisions of MaximAuction.com.


Jewelry Online: Luxr, www.LUXR.com

         MaxPlanet,  which has a 30% equity  interest in LUXR,  entered  into an
exclusive marketing agreement with LUXR, a designer, importer and distributor of
fine jewelry, watches and estate-jewelry, and created www.LUXR.com to serve as a
sales  outlet for LUXR  merchandise.  MaxPlanet  intends to feature LUXR and its
products as a `Premier Vendor' on MaximAuction.com's Jewelry Channel.

         To date,  MaxPlanet  has  realized no  significant  revenue as a direct
result of sales from its  LUXR.com  Internet  website,  as  MaxPlanet  is in the
process of raising funds to finance the  completion of this project,

                                       12

<PAGE>

which  will  include  the hiring of  qualified  technical,  marketing  and sales
personnel to complete the development of this website and market its services.


Preparation for the Year 2000

         MaxPlanet  has  experienced  no material  disruptions  to its  computer
systems or operations as a result of the Year 2000 computer  problem.  MaxPlanet
anticipates  that it will  not  experience  a  material  adverse  impact  to its
operations,  liquidity  or  financial  condition  related to  systems  under its
control as a result of the Year  2000.  MaxPlanet's  total cost to achieve  Year
2000 compliance was  approximately  $250,000.  More than one-half of this amount
was expended in the first and second fiscal quarters of 1999.


Employees

         MaxPlanet  currently  employs  a total  work  force  of five  full-time
employees,  including  two  technicians.  MaxPlanet  also  utilizes  independent
contractors  on a project by project basis.  None of  MaxPlanet's  employees are
covered by collective bargaining agreements. MaxPlanet has never experienced any
labor  disruptions or work stoppages and considers its employee  relations to be
good.


Competition

         MaxPlanet primarily competes in the following markets,  among others:

         o        the furniture market,  including sales of furniture  utilizing
                  the Internet;

         o        the Spanish language Internet portal community market;

         o        the web-hosting provider market;

         o        the jewelry market,  including sales of jewelry  utilizing the
                  Internet;

         o        the online telephone directory market;

         o        the online audio and video market;

         o        the e-commerce market; o the asset recovery market; and

         o        the online auction market.

         In the online audio and video market,  MaxPlanet  competes with,  among
others, Navarre Corporation, a major distributor of music, software, interactive
CD-ROM  products  and DVD  videos,  which  sells to  major  music  and  software
retailers,  wholesalers  and  rackjobbers.  Through its majority  owned NetRadio
Corporation,  Navarre  owns and  operates  NetRadio  Network,  an audio  content
broadcaster on the Internet,  which is in direct  competition  with  MaxPlanet's
MaxRadio Corp.

         In the online  furniture  market,  MaxPlanet  primarily  competes with,
among others, the following companies: BeHome.com,  EthanAllen.com,  EZshop.com,
Furniture.com, FurnitureFind.com, FurnitureOnline.com, GoodHome.com, Living.com,
and Homeportfolio.com.

         In the Spanish  Internet Portal Community  Provider  market,  MaxPlanet
primarily competes with, among others, the following  companies:  Yahoo!,  Latin
America Online, StarMedia.com, Lycos / Terra Networks, Quepasa.com, Yupi.com and
Ole.com.

         In the web hosting  providers and online community  markets,  MaxPlanet
primarily competes with, among others,  Globix,  Global Crossing,  Exodus,  GTE,
UUNET, Frontier, Excite.com, Yahoo!/GeoCities, and America Online.

                                       13

<PAGE>

         In the online jewelry retail  business,  MaxPlanet  primarily  competes
with, among others,  Adornis.com,  Ashford.com,  Miadora.com,  NiemanMarcus.com,
Zale.com and Tiffany.com.

         The online  E-commerce  market is new,  rapidly  evolving and intensely
competitive,  and MaxPlanet  expects that competition will further  intensify in
the future.  Barriers to entry are minimal,  and current and new competitors can
launch new web sites at a relatively low cost. MaxPlanet competes and intends to
compete with a variety of companies, including:

         o        online       vendors       of       furniture,       auctions,
                  information/directories,  food, vitamins & supplements, music,
                  music videos and other entertainment related products;

         o        online  vendors of CDs,  DVDs,  video movies,  books and other
                  related products;

         o        online  service  providers  which  offer  MP3  music  products
                  directly to or in cooperation with other retailers;

         o        other  retailers  that offer music  products,  including  mass
                  merchandisers, superstores and consumer electronic stores; and

         o        non-store  retailers  such  as  music  clubs.  Many  of  these
                  traditional  retailers also support dedicated websites,  which
                  would compete directly with MaxPlanet.


Sales and Marketing

         MaxPlanet's  sales and  marketing  efforts  are  focused on  increasing
traffic on MaxPlanet's  websites,  sales of furniture and jewelry and increasing
the  customer  base of  MaxPlanet's  Internet  development  business.  MaxPlanet
currently  markets  the  merchandise  that it retails and the  services  that it
provides through its network of Internet websites and intends to develop a sales
and marketing force or, in the alternative,  to outsource  marketing  efforts to
direct marketers.

         MaxPlanet  supplements  its  direct  sales  efforts  with a variety  of
marketing  initiatives,  which  include,  among other things,  public  relations
activities,  telemarketing, online advertising, print advertisements in industry
periodicals and trade shows.


Insurance

         MaxPlanet  maintains  Worker's   Compensation   Insurance,   Commercial
Property  Insurance and Commercial  General Liability  Insurance,  and is in the
process of securing Directors and Officers  Insurance.  MaxPlanet has obtained a
$500,000  "key man" life  insurance  policy on the life of Israel  Goldreich and
intends  to obtain a  $500,000  "key man" life  insurance  policy on the life of
Henry Val.

                                       14

<PAGE>

Intellectual Property

         MaxPlanet has applied for copyright/trademark/patent protection, as the
case may be, in the United  States for  MaxPlanet,  WebPhoneBook,  CustomLiving,
MAX!,   and   "The   First   Internet   Ambassador,"   and   has   applied   for
copyright/trademark protection of "MaxPlanet" in Japan. Although MaxPlanet holds
or has the exclusive and non-exclusive use of various  trademarks and copyrights
associated  with  its  MaxPlanet  brand,  CustomLiving,  MundoMaximo  and  other
properties,  such protection does not provide  assurance that  unauthorized  use
will not occur.  MaxPlanet does not intend to apply for copyright protection for
its music recordings  because  MaxPlanet  believes that such copyright would not
offer significant protection.

         Revenues  in the music  industry  are often  adversely  affected by the
unauthorized  reproduction of recordings for commercial sale,  commonly referred
to as "piracy,"  and by home taping and  downloading  for  personal  use. In the
event  that  another  party  infringes  on a  copyright  or  trademark  covering
MaxPlanet's  products,  the  enforcement  of such  rights  is at the  option  of
MaxPlanet.  Parties may be issued  copyrights or trademarks that may prevent the
sale of  MaxPlanet's  products or require  MaxPlanet to acquire  licenses or pay
royalties to such parties.

         MaxPlanet  intends to begin reserving and placing into escrow 5% of all
sales that it derives  from  master  recordings  after  purchasing  such  master
recordings to offset claims that may be made against  MaxPlanet  relating to the
master  recordings.  MaxPlanet  intends  to review  whether  such 5%  reserve is
sufficient  on a  periodic  basis and may,  based  upon such  periodic  reviews,
increase  or  decrease  such  amount  based upon the dollar  amount of claims it
derives from its master recordings.

         For the year ended March 31,  2000,  MaxPlanet  generated  no net sales
from  sales of master  recordings,  and  therefore  no funds were  reserved  and
escrowed  relating  to sales of  master  recordings.  MaxPlanet  cannot  provide
assurance  that such 5% reserve will be sufficient to offset claims made against
MaxPlanet related to the master recordings.  Should MaxPlanet not prevail in any
dispute concerning the right to publish and distribute any master recording that
may be subject to dispute,  MaxPlanet,  its business and its business  prospects
may be adversely and materially  affected,  and in certain cases,  MaxPlanet may
not be able  to  license,  nor be  able  to  afford  to  license,  these  master
recordings.

                                       15

<PAGE>

                                  RISK FACTORS

         The following risk factors, as well as the other information  contained
in  this  Form  10-KSB,  should  be  carefully  considered.   An  investment  in
MaxPlanet's  common  stock  involves  a high  degree  of  risk  and  may  not be
appropriate for investors who cannot afford to lose their entire investment.


         MAXPLANET HAS A HISTORY OF LOSSES AND EXPECTS FUTURE LOSSES.

         MaxPlanet  has a history of net  losses.  MaxPlanet  and its  operating
subsidiaries, Valentino Salotti, Mundo Maximo, Maxim Auction, Trident, MaxPlanet
Radio,  Ultra Web and Luxr, from which MaxPlanet  receives  substantially all of
its revenues and net income, have incurred net losses since inception. MaxPlanet
incurred net losses of  $1,148,314  and $906,910,  respectively,  for the fiscal
years ended March 31, 2000 and 1999. Given that MaxPlanet expects to continue to
incur significant sales,  operating and marketing expenses,  MaxPlanet will need
to generate  significant  revenues to achieve  profitability.  Even if MaxPlanet
achieves profitability,  MaxPlanet may not maintain or increase profitability on
a  quarterly  or annual  basis in the  future.  If  revenues  grow  slower  than
anticipated,  or if operating expenses exceed expectations or cannot be adjusted
accordingly, MaxPlanet's business, results of operations and financial condition
will be adversely  affected.  MaxPlanet cannot provide assurance that it will be
able to generate  sufficient  revenues  from its  operations  or its websites to
achieve or sustain  profitability in the future. See "Management  Discussion and
Analysis or Plan of Operation" beginning on page 33.


         MAXPLANET'S  INABILITY  TO  REPLACE OR OFFSET  LOST  SALES AND  ACQUIRE
         BUSINESSES WOULD ADVERSELY AFFECT MAXPLANET'S RESULTS OF OPERATIONS.

         MaxPlanet intends to increase its sales by:

         o        soliciting prospective acquisitions,

         o        soliciting new business customers,

         o        generating  increased sales from existing customers (including
                  increases in the number of Internet sites serviced),

         o        promoting  MaxPlanet's  Internet customer service capabilities
                  to third party companies, and

         o        acquiring businesses.

         If  MaxPlanet  is unable to replace or offset lost sales or to increase
sales  and  acquire  businesses,  MaxPlanet's  results  of  operations  will  be
materially adversely affected. No assurances can be given that MaxPlanet will be
able to  replace  sales  losses  from  its  sites  or  acquire  businesses  with
sufficient revenues to sustain  MaxPlanet's  growth. See "Management  Discussion
and Analysis or Plan of Operation" on page 33.

                                       16

<PAGE>

         ANY  ACQUISITIONS  THAT  MAXPLANET  UNDERTAKES  COULD BE  DIFFICULT  TO
         INTEGRATE,  DISRUPT MAXPLANET'S BUSINESS,  DILUTE SHAREHOLDER VALUE AND
         ADVERSELY AFFECT MAXPLANET'S BUSINESS.

         MaxPlanet may acquire or make investments in complementary  businesses,
technology,  services or  products if  appropriate  opportunities  arise.  These
acquisitions  and  investments  could  disrupt   MaxPlanet's  ongoing  business,
distract  management  and  employees and increase  expenses.  From time to time,
MaxPlanet has had discussions with companies regarding  acquiring,  or investing
in, their businesses,  products, services or technologies.  MaxPlanet may not be
able to identify  suitable  acquisition  or investment  candidates  and, even if
MaxPlanet does identify suitable  candidates,  MaxPlanet may not be able to make
such acquisitions or investments on commercially  acceptable terms. If MaxPlanet
acquires a  company,  MaxPlanet  could  have  difficulty  in  assimilating  that
company's personnel,  operations,  technology and software and the key personnel
of the acquired company may decide not to work for MaxPlanet. If MaxPlanet makes
other types of  acquisitions,  MaxPlanet could have  difficulty  integrating the
acquired products,  services or technologies into MaxPlanet's operations.  These
difficulties could disrupt ongoing business,  distract management and employees,
increase expenses and adversely affect results of operations. MaxPlanet may also
incur   indebtedness   or  issue  equity   securities  to  pay  for  any  future
acquisitions.  The issuance of equity  securities  could be dilutive to existing
shareholders.


         MAXPLANET'S LIMITED OPERATING HISTORY MAKES FUTURE RESULTS DIFFICULT TO
         PREDICT.

         MaxPlanet began conducting  business on the Internet with its launch of
its MaxPlanet.com  website in December 1998 and its  Mundomaximo.com  website in
January 1999. Accordingly, there is limited operating history upon which to base
an evaluation of MaxPlanet's  business  prospects and detailed  period-to-period
comparisons  of its  financial  results  cannot  be  relied  upon  for  accurate
projections of future performance. MaxPlanet's business prospects must therefore
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered  by newly  emerging  companies,  particularly  companies  in new and
rapidly  evolving markets such as the electronic  commerce  market.  These risks
include:

         o        an evolving and unpredictable business model;

         o        the ability to manage growth;

         o        the ability to continue to develop and extend the  "MaxPlanet"
                  brand;

         o        the ability to anticipate and adapt to a developing market;

         o        acceptance  by customers  of  MaxPlanet's  Internet  products,
                  services,  music genres,  auctions and excess merchandise sold
                  at such auctions;

         o        the  ability  to  effectively  integrate  the  technology  and
                  operations or any other  acquired  businesses or  technologies
                  with MaxPlanet's operations;

         o        dependence upon the level of website traffic activity;

         o        development  of  equal  or  superior   Internet  products  and
                  services by competitors;

         o        dependence on vendors for merchandise;

         o        the ability to successfully enhance and distribute products;

         o        the   ability  to   successfully   implement   its   marketing
                  strategies;

         o        dependence for certain services; and

         o        the  ability  to  identify,   attract,   retain  and  motivate
                  qualified personnel.

         To address these risks, MaxPlanet must, among other things, continue to
expand  its  vendor  channels  and  buyer  resources,  increase  traffic  to its
websites,  maintain its  customer  base and attract  significant  numbers of new
customers,   respond  to   competitive   developments,   implement  and  execute
successfully  its  business  strategy  and  continue  to develop and upgrade its
technologies and customer services. There can be no

                                       17

<PAGE>

assurance  that  MaxPlanet  will be successful in  addressing  these risks.  See
"Description of Business," beginning on page 6.


         MAXPLANET'S  BUSINESS WILL BE ADVERSELY AFFECTED IF MAXPLANET IS UNABLE
         TO SAFEGUARD THE SECURITY AND PRIVACY OF CUSTOMERS' FINANCIAL DATA.

         A significant barrier to e-commerce and online  communications has been
the need for secure transmission of confidential  information over the Internet.
Internet  usage  could  decline if any  well-publicized  compromise  of security
occurred,  whether or not such  compromise  of security is related to MaxPlanet.
MaxPlanet may incur  significant costs to protect against the threat of security
breaches  or to  alleviate  problems  caused by such  breaches.  MaxPlanet  also
retains on its premises  personal  financial  documents that MaxPlanet  receives
from customers and prospective  customers.  These documents are highly sensitive
and  if a  third  party  were  to  misappropriate  MaxPlanet's  users'  personal
information,   users  could  possibly  bring  legal  claims  against  MaxPlanet.
MaxPlanet  cannot  assure that its privacy  policy will be deemed  sufficient by
MaxPlanet's  prospective  customers or any laws or regulations governing privacy
which may be adopted in the future.


       MAXPLANET HAS LIMITED EXPERIENCE AS A WHOLESALE AND RETAIL DISTRIBUTOR OF
       MUSIC PRODUCTS.

         Prior to the creation of the domain  MaximMusic.com  in November  1998,
MaxPlanet's current management had no experience in the sale and distribution of
recorded music.  MaxPlanet  gained  substantial  knowledge and experience in the
sale and  distribution  of  pre-recorded  music as a result of the formation and
operation  of MaxPlanet  Radio.  MaxPlanet  cannot  provide  assurance  that the
inexperience of its management in this line of business will not have a material
adverse effect on its operations.


        MAXPLANET IS DEPENDENT UPON ITS AFFILIATES AND DISTRIBUTORS FOR SALES OF
        MAXPLANET'S PRODUCTS.

         Though  MaxPlanet  anticipates  that it  will  generate  sales  through
advertising,  MaxPlanet  expects  that a  material  portion  of its  sales  will
continue  to be  made  through  affiliated  and  unaffiliated  distributors.  If
MaxPlanet is not successful in signing  distribution  agreements with affiliates
and  distributors,  MaxPlanet's  ability to sell its products may be  materially
adversely  affected.  Affiliates and  distributors  generally  offer products of
several  different   companies,   including   products  that  may  compete  with
MaxPlanet's products. Typically, agreements with affiliates and distributors are
terminable at will.  The  termination  by any affiliate or  distributor of their
relationship  with  MaxPlanet may have a material  adverse effect on MaxPlanet's
future results of operations.

                                       18

<PAGE>

         MAXPLANET PURCHASES SUBSTANTIALLY ALL OF THE PRODUCTS THAT IT SELLS
         FROM AFFILIATES.

         MaxPlanet  purchases  substantially  all of the  products it sells from
affiliated parties,  including its purchases of Valentino Salotti furniture from
Tradeway  Upholstery,  Inc.  While  MaxPlanet has identified  several  furniture
manufacturers  located  in the Far East,  the  United  States  and  Canada  that
MaxPlanet believes to be capable of reproducing  Valentino Salotti's products at
a reasonable  cost,  MaxPlanet has not entered into  negotiations  or production
contracts with any of these companies.  Since Valentino Salotti purchases all of
the  furniture  products  that it sells from  Tradeway,  of which Isaak Val, the
President and a director of MaxPlanet,  is the President and a holder of 100% of
the outstanding equity securities,  Valentino  Salotti's agreement with Tradeway
is not  necessarily on the same or equivalent  terms as such an agreement  would
have  been  if it had  been  negotiated  with an  unrelated  party.  Any  future
modifications  to its agreement  with Tradeway  would be negotiated on a similar
basis. MaxPlanet cannot assure that there will be no future modifications to its
existing agreement with Tradeway.


         MAXPLANET IS DEPENDENT ON SALES OF FURNITURE THROUGH VALENTINO SALOTTI.

         For  the  fiscal  year  ended  March  31,  2000,  substantially  all of
MaxPlanet's  revenues  were  derived  from its 90% owned  subsidiary,  Valentino
Salotti.  In the year ended  March 31,  2000,  MaxPlanet  recognized  revenue of
approximately  $748,592 as a result of the acquisition of Valentino Salotti.  If
Valentino Salotti experiences a significant reduction in sales, such a reduction
would adversely affect  MaxPlanet's  Results of Operations.  See "Description of
Business - Valentino Salotti,  CustomLiving.com:  Wholesale and Retail Furniture
Sales; Online Furniture Catalog." on page 8.


         MAXPLANET'S SALES ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

         Most  products  offered by  MaxPlanet  are  related  to  entertainment,
information  and  E-commerce.  The sales of  entertainment-related  products are
subject to various factors including, without limitation:

         o        the popularity of the brands;
         o        the types of sites and links;
         o        genres of music and recording artists;
         o        information resources; and
         o        advertising budget constraints.

         Popularity of brands, styles, genres of music and recording artists may
fluctuate greatly and irregularly and adversely affect the sales of products and
advertising revenues of certain brands,  artists,  types of music and furniture.
To address these risks, MaxPlanet believes that it must, among other things:

         o        expand its customer base;

         o        successfully implement its business, advertising and marketing
                  strategies;

         o        continue to develop its  websites  and  transaction-processing
                  systems;

         o        provide superior customer service;

         o        respond to competitive  developments  and changing or emerging
                  trends in the entertainment, information and music industries;
                  and

         o        attract and retain qualified personnel.

                                       19

<PAGE>

         MaxPlanet  cannot  provide   assurance  that  (a)  prevailing   popular
preferences for certain brands,  styles, artists and types of entertainment will
remain  relatively  constant or not fluctuate  significantly,  (b) MaxPlanet can
identify and respond to and capitalize on changing or emerging Internet industry
trends, or (c) sales of MaxPlanet's  products will not be adversely  affected by
such trends and MaxPlanet's  failure to adequately  respond to such trends.  See
"Description of Business," beginning on page 6.


         MAXPLANET'S  RESERVES FOR RETURNS OF PRODUCTS MAY PROVE  INADEQUATE AND
         THUS MAY ADVERSELY AFFECT MAXPLANET'S RESULTS OF OPERATIONS.

         In accordance with industry practice, MaxPlanet's music products are to
be sold on a return  basis,  estimated  to be  approximately  25% of sales,  and
MaxPlanet  intends to  establish  reserves  for returns of finished  products in
accordance with such industry  standards.  An unanticipated  increase in returns
could result in MaxPlanet's  reserves proving inadequate,  which could adversely
affect MaxPlanet's  results of operations and profits.  MaxPlanet cannot provide
assurance that it will be able to generate  sufficient  revenues from successful
products  and music  releases to cover the costs of  unsuccessful  products  and
music releases.


         MAXPLANET WILL REQUIRE ACCESS TO LIBRARIES OF MUSIC RECORDING  MASTERS,
         BUT MAXPLANET IS NOT PRESENTLY  INSURED FOR  CASUALTIES IT MAY CAUSE TO
         SUCH MUSIC RECORDING MASTERS.

         MaxPlanet  plans to be  engaged  in the  audio  and  video  digitizing,
downloading and recording  industry and will be highly  dependent upon access to
libraries of music  recording  masters.  MaxPlanet  does not  presently  have an
insurance  policy covering  casualties to libraries of music recording  masters,
though MaxPlanet does not own or access any libraries of music recording masters
at this time. MaxPlanet intends to obtain such insurance as soon as practicable.
MaxPlanet  cannot provide  assurance that such insurance will be obtained,  that
MaxPlanet can obtain such insurance,  that MaxPlanet can maintain such insurance
at a cost that is acceptable to MaxPlanet, or that such insurance will cover all
casualties  that the libraries of music recording  masters may incur.  MaxPlanet
expects to obtain such  insurance  prior to offering its users direct  access to
such recording masters through MaxPlanet's servers.


         MAXPLANET'S  EXECUTIVE  OFFICERS AND CERTAIN KEY PERSONNEL ARE CRITICAL
         TO MAXPLANET'S  BUSINESS,  AND THE LOSS OF ANY OF THESE OFFICERS OR KEY
         PERSONNEL WOULD LIKELY HAVE AN ADVERSE AFFECT ON MAXPLANET'S BUSINESS.

         MaxPlanet's  future  success  depends  to a  significant  extent on the
continued   services  of  its  senior   management   and  other  key  personnel,
particularly  the personal  efforts and abilities of three  executive  officers,
Henry Val, the Chief  Executive  Officer,  Isaak Val, the President,  and Israel
Goldreich, the Vice-President and Chief Operating Officer of MaxPlanet. The loss
of the  services  of Henry  Val,  Isaak Val or  Israel  Goldreich  could  have a
materially adverse effect on MaxPlanet's business and operations.  Henry Val and
Israel  Goldreich have each separately  entered into employment  agreements with
MaxPlanet  that expire on December 31, 2010.  MaxPlanet  has obtained a $500,000
"key man" term life insurance policy on the life of Israel Goldreich and intends
to obtain a $500,000 "key man" life  insurance  policy on the life of Henry Val.
See "Executive  Compensation - Employment Agreements,  Termination of Employment
and  Change  in  Control  Arrangements"   beginning  on  page  43  for  detailed
information on MaxPlanet's key personnel.

                                       20

<PAGE>

         MaxPlanet's  ability to provide web  development  services is dependent
upon MaxPlanet's ability to employ qualified  personnel.  The loss of any one or
more of MaxPlanet's  Internet  developers could have a materially adverse impact
on  MaxPlanet's  ability to deliver  saleable  products to its customers via the
Internet.


       MAXPLANET MAY NOT BE ABLE TO RECRUIT AND RETAIN THE PERSONNEL IT NEEDS TO
       SUCCEED.

         MaxPlanet's  future  success  depends  on its  ability to  continue  to
attract, retain and motivate highly skilled employees, particularly with respect
to MaxPlanet's  technical  functions.  Competition for personnel  throughout the
industry  is intense.  MaxPlanet  may be unable to retain its key  employees  or
attract,  assimilate or retain other highly  qualified  employees in the future.
MaxPlanet has from time to time in the past experienced, and expects to continue
to experience in the future,  difficulty in hiring and retaining  employees with
appropriate  qualifications.  If MaxPlanet  does not succeed in  attracting  new
personnel  or  retaining  and  motivating  its  current  personnel,  MaxPlanet's
business will be adversely affected.


        MAXPLANET IS SUBJECT TO SIGNIFICANT  CONTRACTUAL  OBLIGATIONS TO CERTAIN
        MEMBERS OF ITS MANAGEMENT.

         MaxPlanet  has entered into  agreements  with two  principal  executive
officers,  Henry Val and Israel Goldreich,  which provide that each officer will
receive  a  percentage  of any  capital  raised by  MaxPlanet,  the value of any
acquisition by MaxPlanet,  and MaxPlanet's  pre-tax profits.  MaxPlanet has also
entered into  employment  agreements  with Henry Val and Israel  Goldreich which
provide,  among other things,  for the grant of certain options to each of Henry
Val and Israel  Goldreich.  MaxPlanet  has also entered into  definitive  option
agreements  with  Henry  Val,  Isaak Val and Israel  Goldreich.  See  "Executive
Compensation  - Employment  Agreements,  Termination of Employment and Change in
Control Arrangements," on page 43.


         THE  SUCCESS OF  MAXPLANET'S  BUSINESS  MAY DEPEND  UPON ITS ABILITY TO
         OBTAIN AND MAINTAIN  COPYRIGHT OR TRADEMARK  PROTECTION  FOR ITS BRAND,
         PRODUCTS AND MUSIC COMPOSITIONS.

         MaxPlanet's  success may depend in  substantial  part on its ability to
obtain and maintain  copyright or trademark  protection for its brand,  products
and music  compositions in order to preserve the value of its recordings library
and to generate revenues from operations  without  infringing on the proprietary
rights of third parties. To the best of MaxPlanet's knowledge,  MaxPlanet is not
currently  the subject of any action  regarding  the  ownership  or the right to
market,  reproduce and distribute any of its recordings.  In certain  instances,
MaxPlanet's rights to its recordings are not exclusive, and MaxPlanet is engaged
in licensing  activities  involving  both the  acquisition  of rights to certain
master recordings and of compositions for its own projects,  and the granting of
sub-licenses or rights to third parties to use of MaxPlanet's master recordings.
The  availability on acceptable  terms of such  cross-licensing  arrangements is
generally made possible by existing  industry  practices  based on  reciprocity.
Should such industry  practices change,  MaxPlanet cannot provide assurance that
it will be able to obtain  licenses from third parties on terms  satisfactory to
MaxPlanet  or at all, and  MaxPlanet's  business,  particularly  with respect to
compilation products,  could be materially adversely affected.  See "Description
of Business - Intellectual Property" on page 15.

                                       21

<PAGE>

         MAXPLANET  MAY BE  SUBJECT  TO CLAIMS  BY THIRD  PARTIES  OF  OWNERSHIP
         INTERESTS IN CERTAIN MASTER MUSIC RECORDINGS PUBLISHED OR PURCHASED AND
         SOLD BY MAXPLANET.

         MaxPlanet may receive  notices from third parties  claiming a ownership
interests in certain master music recordings published or purchased by MaxPlanet
and sold through its affiliates or distributors,  demanding, among other things,
that MaxPlanet immediately cease distributing these master recordings or, in the
alternative,  demanding that MaxPlanet pay them royalties. MaxPlanet is prepared
to respond by providing these entities with  information  regarding the chain of
title to these  recordings,  and  MaxPlanet  may suspend  the future  release of
recordings until the matters are resolved.  MaxPlanet  cannot provide  assurance
that these type of matters will be resolved to  MaxPlanet's  satisfaction,  that
additional  claims will not be brought against  MaxPlanet in the future by other
parties  or that any such  claims  will  not be  successful.  If such a claim is
successful,  MaxPlanet's  business could be materially  adversely  affected.  In
addition to any potential  monetary  liability for damages,  MaxPlanet  could be
required  to  obtain  a  license  in order  to  continue  to  market  the  music
compositions  in question or could be enjoined  from  enhancing  or selling such
compositions  if  such a  license  were  not  made  available  to  MaxPlanet  on
acceptable  terms.  In the  event  that  MaxPlanet  should  become  involved  in
litigation,  such litigation could require significant  financial and management
resources of MaxPlanet. MaxPlanet cannot provide assurance that its right to use
any master recordings will not be subject to a dispute,  which may result in the
delay or MaxPlanet's inability to use or exploit particular master recordings or
which may require  MaxPlanet to pay royalties  that MaxPlanet may not be able to
afford. See "Description of Business - Intellectual Property," on page 15.


         MAXPLANET IS SUBJECT TO GOVERNMENT  REGULATIONS AND LEGAL UNCERTAINTIES
         WHICH MAY ADVERSELY AFFECT OR OTHERWISE INHIBIT  MAXPLANET'S ABILITY TO
         OPERATE ITS BUSINESS.

         MaxPlanet is subject, both directly and indirectly, to various laws and
regulations relating to its business.  Due to the increasing  popularity and use
of the  Internet,  it is possible that new laws and  regulations  may be adopted
with respect to the Internet which may restrict or otherwise inhibit MaxPlanet's
ability to do business via the  Internet.  Such laws and  regulations  may cover
issues such as user privacy,  pricing,  content,  copyrights,  distribution  and
characteristics and quality of products and services. The growth and development
of the market for online commerce may prompt more stringent consumer  protection
laws,  which may impose  additional  burdens on  companies  conducting  business
online.  The  enactment of any  additional  laws or  regulations  may impede the
growth  of  the  Internet,  which  could,  in  turn,  decrease  the  demand  for
MaxPlanet's  products  and  services  and  increase  MaxPlanet's  cost of  doing
business,  or which will  otherwise  have an adverse  effect on  MaxPlanet.  The
applicability  to  the  Internet  of  existing  laws  in  various  jurisdictions
governing issues such as property  ownership,  sales and other taxes,  libel and
personal  privacy  is  uncertain  and  could  expose  MaxPlanet  to  substantial
liability.   The  laws  of  certain  foreign  countries  provide  the  owner  of
copyrighted products with the exclusive right to expose, through sound and video
samples,  copyrighted  items for sale to the public and the right to  distribute
such products.  Any such new  legislation or regulation,  or any  application of
existing laws and  regulations  to the Internet,  could have a material  adverse
effect on MaxPlanet.

                                       22

<PAGE>

         MAXPLANET'S  COMMON  STOCK IS LISTED ON THE OTC BULLETIN  BOARD,  WHICH
         PROVIDES A LIMITED  MARKET AND  SUBJECTS  THE COMMON STOCK TO THE RISKS
         ASSOCIATED WITH THE APPLICATION OF PENNY STOCK RULES.

         MaxPlanet's  common  stock is  quoted  on the OTC  Bulletin  Board,  an
NASD-sponsored and operated  inter-dealer  automated quotation system for equity
securities. As long as the common stock is traded on the OTC Bulletin Board, the
common stock is subject to certain penny stock rules  adopted by the  Securities
and Exchange Commission. The penny stock rules require a broker-dealer, prior to
a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized  risk  disclosure  document  prepared  by the  SEC  which  provides
information  about  penny  stocks and the nature and level of risks in the penny
stock market.  The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the  broker-dealer
and its salesperson in the transaction  and monthly account  statements  showing
the  market  value  of each  penny  stock  held in the  customer's  account.  In
addition,  the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from the rules, the broker-dealer must make a special
written  determination  that the penny  stock is a suitable  investment  for the
purchaser  and receive the  purchaser's  written  agreement to the  transaction.
These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules.  As long as MaxPlanet's  common stock remains  subject to the
penny stock rules,  investors may find it more difficult to sell their shares of
common stock.


         THE  MARKET  PRICE OF  MAXPLANET'S  COMMON  STOCK MAY BE  SIGNIFICANTLY
         VOLATILE DUE TO  DEVIATIONS  IN RESULTS OF  OPERATIONS  FROM  ANALYSTS'
         ESTIMATES OR CHANGES IN THE MARKET OR THE ECONOMY.

         There may be significant  volatility in the market price of MaxPlanet's
common stock. Quarterly operating results of MaxPlanet, deviations in results of
operations from estimates of securities analysts,  changes in general conditions
in the economy or the Internet services industry or other developments affecting
MaxPlanet,  or its  competitors,  could  cause the market  price of  MaxPlanet's
common stock to fluctuate  substantially.  The equity markets have, on occasion,
experienced  significant  price and volume  fluctuations  that have affected the
market prices for the securities of many companies. These fluctuations are often
unrelated to the  operating  performance  of such  companies  and may  adversely
affect  the market  price of  MaxPlanet's  common  stock.  The  market  price of
MaxPlanet's  common  stock could also be  adversely  affected by (a) critical or
negative  statements  or reports  by  brokerage  firms,  industry  or  financial
analysts or industry periodicals  concerning MaxPlanet or its products,  (b) the
advertising or marketing  efforts of competitors or (c) other factors that could
affect consumer perception.

                                       23

<PAGE>

         MAXPLANET  INTENDS TO UTILIZE THE INTERNET TO MARKET AND DISTRIBUTE ITS
         PRODUCTS BUT MAXPLANET CANNOT GUARANTEE WHEN NECESSARY  ENHANCEMENTS TO
         MAXPLANET'S  WEBSITES WILL BE COMPLETED AND SUCH WEBSITES WILL BE FULLY
         FUNCTIONAL.

         MaxPlanet has expended,  and will continue to expend, capital resources
to upgrade  MaxPlanet's  Internet websites to market and distribute its products
over the Internet and to make its furniture,  music and auction items  available
for  sale  to  customers.  MaxPlanet  has  completed  the  first  stage  of  the
development of its Internet websites,  and anticipates completing the design and
development  of  its  websites  and  having  its  websites  available  for  full
commercial  use prior to the end of the  fiscal  year  ending  March  31,  2001.
MaxPlanet cannot provide  assurance that it will complete the enhancement of its
websites or that such sites will be fully  functional by such time.  The failure
of  MaxPlanet's  websites  to be fully  functional  and  permit  the  marketing,
ordering and sale of  MaxPlanet's  products on a wholesale and retail basis over
the Internet may substantially and adversely affect  MaxPlanet's future business
prospects and its ability to expand and compete with other, larger corporations,
which currently sell,  market and distribute  similar products to consumers over
the  Internet,  several  of which  have  significantly  greater  resources  than
MaxPlanet. See "Description of Business - Competition," on page 13.


         THE MARKET FOR  MAXPLANET'S  PRODUCTS AND SERVICES IS RAPIDLY  CHANGING
         AND MAXPLANET MAY NOT BE ABLE TO  SUCCESSFULLY  DEVELOP NEW PRODUCTS OR
         ENHANCE EXISTING PRODUCTS TO RESPOND TO THE DEMANDS OF THE MARKET.

         The market for MaxPlanet's  products and services is  characterized  by
rapidly  changing  technology,  changing  customer  needs,  frequent new product
introductions and evolving industry  standards that may render existing products
and services obsolete.  The life cycles of MaxPlanet's products are difficult to
estimate.  MaxPlanet's growth and future financial  performance will depend upon
its ability to enhance its existing  products and to introduce new products that
meet  dynamic  customer  requirements  on a  timely  and  cost-effective  basis.
MaxPlanet cannot provide  assurance that it will be successful in developing new
products  or  enhancing  its  existing  products  or that  such new or  enhanced
products will receive  market  acceptance or be delivered  timely to the market.
MaxPlanet  has  experienced  product  development  delays  in the  past  and may
experience delays in the future.


         MAXPLANET IS SUBJECT TO COMPETITIVE BUSINESS CONDITIONS.

         MaxPlanet  faces  intense   competition  ranging  from  small  regional
businesses to large international companies. MaxPlanet's ability to succeed will
depend on its  ability to attract new brands,  acquire  new  Internet  sites and
content, talented artists or persons or companies who control existing libraries
of master  recordings  as well as the  appeal  of  compositions  in  MaxPlanet's
existing  library.  MaxPlanet  cannot provide  assurance that it will be able to
compete  successfully  against current and future competitors.  New technologies
and the expansion of existing  technologies  may also  increase the  competitive
pressures on MaxPlanet.  Although MaxPlanet believes that its brand MaxPlanet is
new and unique,  MaxPlanet cannot provide assurance that competitors  possessing
greater financial resources and established  distribution facilities will not be
able to develop products which directly  compete with  MaxPlanet's  products and
offer them at  substantially  lower prices than MaxPlanet is able to offer.  See
"Description of Business - Competition," on page 13.

                                       24

<PAGE>

         MAXPLANET'S  BUSINESS IS SUBJECT TO SEASONAL  VARIATIONS  AND DELAYS IN
         BRINGING PRODUCTS TO MARKET MAY ADVERSELY AFFECT MAXPLANET'S RESULTS OF
         OPERATIONS.

         MaxPlanet's  results of operations  and those of its Valentino  Salotti
subsidiary are subject to seasonal variations and by the timing of holidays.  In
accordance with industry practice, MaxPlanet records revenues for sales of music
products, except those related to telemarketing C.O.D.  transactions,  when such
products  are shipped to  retailers.  Companies  in the music  industry  usually
experience a decline in revenues and net income in January and February,  due in
significant  part to  increased  purchases  of  products by  retailers  prior to
December in anticipation of holiday sales. If planned  releases of music masters
products  are delayed  beyond the peak  holiday  season,  MaxPlanet's  operating
results  could  be  materially  adversely  affected.  Consequently,  MaxPlanet's
results of operations may not meet the  expectations of securities  analysts and
investors,  in which case the price of MaxPlanet's  common stock would likely be
materially adversely affected.


        MAXPLANET'S  BUSINESS  SUCCESS IS DEPENDENT UPON THE CONTINUED GROWTH IN
        USE OF THE INTERNET.

         MaxPlanet's  future success is  substantially  dependent upon continued
growth in the use of the  Internet  and the Web in order to support  the sale of
advertising and products on MaxPlanet's online media properties. Rapid growth in
the use of and  interest  in the  Internet  and the Web is a recent  phenomenon.
MaxPlanet  cannot  provide  assurance  that  communication  or commerce over the
Internet will become more widespread or that extensive  content will continue to
be  provided  over  the  Internet.  The  Internet  may not  prove to be a viable
commercial  marketplace  for a number of reasons,  including  lack of acceptable
security  technologies,  potentially  inadequate  development  of the  necessary
infrastructure,  such as a reliable network backbone,  or timely development and
commercialization of performance  improvements,  including high speed modems. To
the extent that the Internet  continues to experience  significant growth in the
number of users and level of use,  there can be no  assurance  that the Internet
infrastructure will continue to be able to support the demands placed upon it by
such potential growth or that the performance or reliability of the Web will not
be adversely  affected by this  continued  growth.  The Internet  could lose its
viability  due to delays in the  development  or adoption of new  standards  and
protocols  required to handle increased levels of Internet  activity,  or due to
increased governmental  regulation.  Changes in or insufficient  availability of
telecommunications  services to support the Internet also could result in slower
response  times and  adversely  affect usage of the Web and  MaxPlanet's  online
media  properties.  If use of the Internet  does not continue to grow, or if the
Internet  infrastructure  does not  effectively  support  growth that may occur,
MaxPlanet's  business,  operating  results  and  financial  condition  would  be
materially and adversely affected.


         MAXPLANET IS SUBJECT TO RISKS ASSOCIATED WITH BRAND DEVELOPMENT.

         MaxPlanet  believes that  establishing  and maintaining the "MaxPlanet"
brand is a critical  aspect of its  efforts to attract  and expand its  Internet
audience and that the importance of brand  recognition  will increase due to the
growing  number of  Internet  sites and the  relatively  low  barriers to entry.
Promotion  and  enhancement  of the  "MaxPlanet"  brand will  depend  largely on
MaxPlanet's  success in providing  high quality  products  and  services,  which
cannot be assured.  If consumers do not perceive  MaxPlanet's  existing products
and services to be of high quality, or if MaxPlanet  introduces new products and
services or enters into new business ventures that are not favorably received by
consumers,  MaxPlanet  will be  unsuccessful  in promoting and  maintaining  its
brand, and will risk diluting its brand and decreasing the attractiveness of its
audiences to  advertisers.  In order to attract and retain Internet users and to
promote and maintain the "MaxPlanet" brand in response to competitive pressures,
MaxPlanet  may  find  it  necessary  to  increase  substantially  its  financial
commitment to creating and maintaining a distinct brand loyalty among consumers.
If  MaxPlanet  is unable to

                                       25

<PAGE>

provide  high quality  products  and services or otherwise  fails to promote and
maintain its brand, or if MaxPlanet incurs  excessive  expenses in an attempt to
improve its products and services or promote and maintain its brand, MaxPlanet's
business,  operating  results and financial  condition  will be  materially  and
adversely affected.


         MAXPLANET MUST RELY ON ADVERTISING  REVENUES AND IS UNCERTAIN AS TO THE
         SUCCESS OF THE ADOPTION OF THE INTERNET AS AN ADVERTISING MEDIUM.

          MaxPlanet  derives  substantially all of its revenues from the sale of
advertisements on its Web pages under short-term contracts.  Most of MaxPlanet's
advertising   customers  have  only  limited  experience  with  the  Web  as  an
advertising  medium, have not devoted a significant portion of their advertising
expenditures to Web-based  advertising  and may not find such  advertising to be
effective  for promoting  their  products and services  relative to  traditional
print  and  broadcast  media.   MaxPlanet's  ability  to  generate   significant
advertising revenues will depend upon, among other things:

         o        acceptance  of the  Web by  advertisers  as an  effective  and
                  sustainable advertising medium;

         o        the  development  of a large  base  of  users  of  MaxPlanet's
                  services possessing demographic  characteristics attractive to
                  advertisers; and

         o        the  ability  of  MaxPlanet  to develop  and update  effective
                  advertising delivery and measurement systems.

         No standards have yet been widely  accepted for the  measurement of the
effectiveness of Web-based advertising,  and there can be no assurance that such
standards  will  develop  sufficiently  to support  Web-based  advertising  as a
significant  advertising medium.  There can be no assurance that the advertisers
will determine that banner  advertising,  which  MaxPlanet  expect to comprise a
substantial  portion of its  revenues  that it  anticipates  receiving  from its
Internet websites,  is an effective or attractive  advertising medium, and there
can be no assurance  that  MaxPlanet  will  effectively  transition to any other
forms of Web-based advertising should they develop.


         IF  MAXPLANET  IS UNABLE TO ENHANCE ITS  WEBSITES AND DEVELOP NEW MEDIA
         PROPERTIES IT MAY NOT BE ABLE TO REMAIN COMPETITIVE.

         To remain  competitive,  MaxPlanet must continue to enhance and improve
the  responsiveness,  functionality,  features and content of  MaxPlanet's  main
website, as well as MaxPlanet's other branded media properties. MaxPlanet cannot
provide assurance that it will be able to successfully maintain competitive user
response times or implement new features and  functions,  such as greater levels
of user  personalization,  localized  content  filter and  information  delivery
through  "push"  methods,  which will involve the  development  of  increasingly
complex technologies.

         MaxPlanet's  future  success  also  depends  in part  upon  the  timely
processing  of website  listings  submitted by users and Web content  providers,
which have increased substantially in recent periods. MaxPlanet has from time to
time  experienced  significant  delays in the  processing  of  submissions,  and
further  delays could have a material  adverse  effect on  MaxPlanet's  goodwill
among  Web users and  content  providers,  and on  MaxPlanet's  business.  A key
element of MaxPlanet's  business strategy is the development and introduction of
new MaxPlanet branded products targeted for specific interest areas, user groups
with particular  demographic  characteristics  and geographic  areas.  MaxPlanet
cannot provide  assurance that it will be successful in developing,  introducing
and marketing such products or media  properties or that such

                                       26

<PAGE>

products  and  media   properties  will  achieve  market   acceptance,   enhance
MaxPlanet's  brand name  recognition or increase  traffic on MaxPlanet's  online
properties.

         MaxPlanet   depends   substantially  on  third  party  efforts  in  the
development and operation of new media properties. The introduction of new media
properties also may be subject to delays that may negatively affect  advertising
revenues and MaxPlanet's  competitive position.  Enhancements of or improvements
to MaxPlanet or new media properties may contain  undetected errors that require
significant design modifications, resulting in a loss of customer confidence and
user support and a decrease in the value of MaxPlanet's  brand name recognition.
Any failure of MaxPlanet to effectively  develop and introduce these properties,
or failure of such  properties to achieve  market  acceptance,  could  adversely
affect MaxPlanet's business, results of operations and financial condition.


         THE MARKET FOR MAXPLANET'S PRODUCTS AND MEDIA PROPERTIES ARE DEVELOPING
         AND  MAXPLANET  IS  UNCERTAIN  WHETHER  MAXPLANET'S  PRODUCTS AND MEDIA
         PROPERTIES WILL BE ACCEPTED BY THE MARKET.

         The markets for  MaxPlanet's  products and media  properties  have only
recently  begun to develop,  are rapidly  evolving and are  characterized  by an
increasing   number  of  market   entrants  who  have  introduced  or  developed
information  navigation  products  and  services for use on the Internet and the
Web. As is typical in the case of a new and rapidly  evolving  industry,  demand
and market acceptance for recently  introduced products and services are subject
to a high level of  uncertainty  and risk.  Because  the market for  MaxPlanet's
products and media  properties is new and  evolving,  it is difficult to predict
the  future  growth  rate,  if any,  and size of this  market.  There  can be no
assurance  either that the market for MaxPlanet's  products and media properties
will develop or that demand for  MaxPlanet's  products or media  properties will
emerge  or become  sustainable.  MaxPlanet's  ability  to  successfully  develop
additional   targeted  media   properties   depends   substantially  on  use  of
MaxPlanet.com  to promote  such  properties.  If use of  MaxPlanet.com  fails to
continue to grow,  MaxPlanet's  ability to establish  other targeted  properties
would be  materially  and  adversely  affected.  If the market fails to develop,
develops more slowly than expected or becomes saturated with competitors,  or if
MaxPlanet's  products  and media  properties  do not  achieve or sustain  market
acceptance, MaxPlanet's business, operating results and financial condition will
be materially and adversely affected.


         MAXPLANET IS SUBJECT TO AN ONGOING  INVESTIGATION BY THE SECURITIES AND
         EXCHANGE  COMMISSION  AND MAY BE REQUIRED TO PAY MONETARY  PENALTIES IN
         THE EVENT OF A DETERMINATION THAT IS ADVERSE TO MAXPLANET.

         MaxPlanet  complied  with an order  from the  Securities  and  Exchange
Commission  in  October  1998,  which  directed  a  private  investigation  into
questions  relating  to all  offers  and  sales of  securities  and  trading  in
securities that may involve possible violations of Sections 17(a) and (b) of the
Securities  and Exchange  Act of 1933 and section  10(b) of the  Securities  and
Exchange Act of 1934. To the best of MaxPlanet's knowledge,  MaxPlanet continues
to be a subject of this ongoing investigation by the Commission.  An unfavorable
resolution of this action could have a significant adverse effect on MaxPlanet's
financial condition. See "Legal Proceedings" on page 28.

                                       27

<PAGE>

ITEM 2.   DESCRIPTION OF PROPERTY.

         MaxPlanet's  principal  office is located  at 4400 US  Highway  Route 9
South, Suite 2800, Freehold, New Jersey 07728. MaxPlanet leases this office from
Freehold Craig Road  Partnership,  a non-affiliate  of MaxPlanet,  pursuant to a
lease,  dated July 28, 1998, which provides for MaxPlanet to pay monthly rent of
$3,510.94 for a term of 62 months beginning on August 3, 1998 and terminating on
September 30, 2003. MaxPlanet occupies approximately 2,800 square feet of office
space at this location.

         Valentino Salotti currently  occupies  approximately  15,000 sq. ft. of
warehouse/showroom space at 248 Flushing Avenue, Brooklyn, New York 11223, which
it subleases  from  Tradeway  Upholstery,  Inc., an affiliate of MaxPlanet for a
term of five years  beginning on May 8, 1999 and is renewed  annually until such
time as either  party  notifies  the other party in writing of its  intention to
terminate the occupancy. Valentino Salotti does not pay rent or other charges to
Tradeway for the use and occupancy of the Brooklyn property.

         MaxPlanet owns and utilizes a stand alone structure with  approximately
6500 sq. ft. of office space and an adjacent parking lot at 14422 NW 7th Avenue,
Miami,  Florida 33168,  where  MaxPlanet  operates a data center and MaxPlanet's
development and sales  departments.  MaxPlanet  purchased its Florida facilities
from A & J Capital, a principal  shareholder of MaxPlanet,  on October 19, 1999.
MaxPlanet  owns the  facility,  and,  at  present,  there  are no liens  on,  or
mortgages  associated  with,  the  property.  At  present,  there is no proposed
program to renovate,  improve or develop the property.  MaxPlanet,  which is the
sole occupant of the facility, fully occupies the facility.  Management believes
that the property is adequately  insured.  The annual realty tax on the property
is approximately  $3,950.  MaxPlanet has taken no depreciation on this property.
See "Certain Relationships and Related Transactions" on page 47.

         MaxPlanet  cannot  provide  assurance that the owners of the properties
from which MaxPlanet  rents space will not demand  increased rent from MaxPlanet
in the future in consideration for the use of these properties or that MaxPlanet
will not relocate its operations at substantial cost to MaxPlanet, if necessary,
which may  adversely  affect  MaxPlanet's  financial  condition  and  results of
operations.


ITEM 3.  LEGAL PROCEEDINGS

         On August 3, 2000,  MaxPlanet entered into a settlement  agreement with
Maxnet  Holdings,  Inc.,  which,  in July  1998,  had filed a federal  trademark
infringement  lawsuit against MaxPlanet relating to MaxPlanet's prior use of the
name "Maxnet,  Inc." Pursuant to the settlement  agreement,  MaxPlanet agreed to
discontinue  the use of the Maxnet name and service  mark in exchange for Maxnet
Holdings' dismissal of all claims against MaxPlanet.  See "Recent  Developments"
on page 2.

         On March 16, 2000,  MaxPlanet  commenced an action by filing a claim in
the Superior Court of New Jersey,  Monmouth  County,  against Michael  Marsowicz
("Marsowicz"),  the former President of Virtual  Financial Network The principal
parties  are  MaxPlanet  and  Marsowicz.  Marsowicz,  as  president  of  Virtual
Financial  Network,  entered  into an  Agreement  with  MaxPlanet to develop web
phonebook  software.  MaxPlanet paid Marsowicz and Marsowicz did not perform his
obligations under the agreement.  Thereafter, MaxPlanet negotiated a contract to
buy common stock of Virtual Financial Network.  MaxPlanet alleges that Marsowicz
breached this agreement as well.  Marsowicz  counter-claimed  against  MaxPlanet
alleging  damages.  Damages  sought are not specified in the pleadings of either
party.  MaxPlanet has entered a default against  Marsowicz for failure to timely
file an answer.  It is anticipated  that  Marsowicz will vacate the default,  at
which time MaxPlanet expects that it will proceed with discovery.

                                       28

<PAGE>

         On   January   28,   2000,   Planet    Entertainment   Corp.   ("Planet
Entertainment")  commenced an action against  MaxPlanet by filing a claim in the
Superior Court of New Jersey,  Monmouth County. The principal parties are Planet
Entertainment,  MaxPlanet and the principals of MaxPlanet.  The parties  entered
into an agreement  whereby Planet  Entertainment was to raise capital and invest
money in,  and merge  with,  MaxPlanet.  Planet  Entertainment  was also to sell
MaxPlanet song titles and provide MaxPlanet with the digital recording equipment
to put the  titles  on the  Internet.  Planet  Entertainment  is  alleging  that
MaxPlanet failed to buy the song titles as agreed. MaxPlanet alleges that Planet
Entertainment  never  delivered  the  equipment  to put the song  titles  on the
Internet and only delivered a fraction of the song titles  contracted for, which
were not even delivered timely. MaxPlanet also alleges that Planet Entertainment
did not provide the capital contribution agreed upon by the parties. Each of the
parties  alleges  damages  incurred due to the other party's failure to perform.
The parties have filed initial  pleadings,  are presently  exchanging answers to
interrogatories  and  documents,  and expect to take  depositions of parties and
witnesses  after  responding  to  interrogatories.  Damages are not specified by
either party in the pleadings filed.

         In October,  1998, MaxPlanet complied with an order from the Securities
and Exchange  Commission  that directed a private  investigation  into questions
relating to all offers and sales of securities  and trading in  securities  that
may involve possible  violations of Sections 17(a) and (b) of the Securities Act
of 1933,  as amended,  and Section 10(b) of the  Securities  and Exchange Act of
1934, as amended. To the best of MaxPlanet's  knowledge,  MaxPlanet continues to
be a subject of this ongoing  investigation  by the  Commission.  An unfavorable
resolution of this action could have a significant adverse effect on MaxPlanet's
financial  condition.  See "Risk  Factors -  MaxPlanet  is Subject to an Ongoing
Investigation  By the Securities and Exchange  Commission and May Be Required to
Pay  Monetary  Penalties  in the Event of a  Determination  that is  Adverse  to
MaxPlanet" on page 27.


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

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

                                       29

<PAGE>

                                     PART II


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


Market For Shares

         MaxPlanet's  shares  of  common  stock are  traded  on the  Nasdaq  OTC
Bulletin  Board (the "OTC  Bulletin  Board")  under the symbol  "MXNT." Prior to
February  9,  2000,  MaxPlanet  was a  non-reporting  publicly  traded  company.
MaxPlanet  was  required to become a  reporting  company by the  Securities  and
Exchange  Commission  by the close of business on February 9, 2000 in accordance
with  changes to Nasdaq  Stock  Market rules  requiring  all  companies  trading
securities  on the OTC  Bulletin  Board to  comply  with the  reporting  company
requirements.  Prior to such time, MaxPlanet was a non-reporting publicly traded
company. MaxPlanet's shares have had a limited market in the OTC Bulletin Board,
and OTC Bulletin Board quotations reflect  inter-dealer  prices,  without retail
mark-up,  mark-down or commissions,  and may not represent actual  transactions.
The following is a summary of the high and low bid for each quarter for the last
two fiscal years:


       Quarter Ending           High Bid       Low Bid
----------------------------- ------------- --------------

                               $ 3.687          $ 0.250
June 30, 1998

September 30, 1998               4.500            0.500

December 31, 1998                1.750            0.406

March 31, 1999                   3.500            0.875

June 30, 1999                    8.375            1.687

September 30, 1999               2.875            1.187

December 31, 1999                1.281            0.562

March 31, 2000                   2.250            0.500

June 30, 2000                    1.500            0.150

September 30, 2000               0.230            0.120
                              ------------- --------------

                                       30

<PAGE>

Holders of Record

         As of October 27, 2000, there were approximately 1219 holders of record
of MaxPlanet's common stock.


Dividends and Dividend Policy

         MaxPlanet  has not  declared  or paid any  dividends  over the past two
fiscal years or in any subsequent period for which financial  information may be
required.

         MaxPlanet  does not  expect  to  declare  or pay any  dividends  in the
foreseeable  future,  but  instead  intends to retain all  earnings,  if any, to
expand MaxPlanet's  operations.  The payment of dividends, if any, in the future
is  within  the  discretion  of the  Board of  Directors  and will  depend  upon
MaxPlanet's  earnings, if any, its capital requirements and financial condition,
and other relevant factors.


Description of Securities

         MaxPlanet is authorized to issue 50 million shares of its common stock,
par value $.0001 per share,  and 10 million shares of preferred stock, par value
$.0001 per share.  As of  October  27,  2000,  there were  14,538,421  shares of
MaxPlanet common stock outstanding and no preferred stock  outstanding.  Holders
of common stock are  entitled to dividends as and when  declared by the Board of
Directors  from  funds  legally  available   therefore  and,  upon  liquidation,
dissolution or winding up of MaxPlanet, to share ratably in all assets remaining
after payment of all liabilities. Holders of common stock do not have preemptive
rights,  and are  entitled  to one vote for each  share of common  stock held of
record by them. MaxPlanet's common stock is not redeemable and does not have any
conversion rights. All of the outstanding shares of MaxPlanet's common stock are
fully paid and non-assessable.


Recent Sales of Unregistered Securities

         On February 24, 1999,  MaxPlanet  issued 100,000 shares of common stock
to the sole  shareholder  of Ultra Web,  Inc.,  in connection  with  MaxPlanet's
acquisition of 80% of the equity securities of Ultra Web.  MaxPlanet's  issuance
of common stock to the sole  shareholder  of Ultra Web, Inc. Val was exempt from
registration  requirements  pursuant to Section 4(2) of the  Securities  Act and
Rule 506 of Regulation D of the Securities  Act. See  "Description of Business -
Acquisition of Ultra Web" on page 6.

         On February 17, 1999,  MaxPlanet  sold 10% of the equity  securities of
Valentino  Salotti  to A & J Capital  for  $200,000.  As  consideration  for the
purchase of the  securities,  A & J Capital  paid  MaxPlanet  $50,000 in cash at
closing  and issued  MaxPlanet  a  promissory  note in the  principal  amount of
$150,000,  payable on demand at any time  following  12 months after the date of
issuance,  at a rate of  interest of 10% per annum.  MaxPlanet's  sale of equity
securities  of Valentino  Salotti to A & J Capital was exempt from  registration
requirements  pursuant  to Section  4(2) of the  Securities  Act and Rule 504 of
Regulation  D of the  Securities  Act,  since  MaxPlanet  sold the shares to one
accredited,  sophisticated investor who had conducted business with MaxPlanet on
prior  occasions.  See  "Description  of  Business  - Sale  of 10% of  Valentino
Salotti" on page 3.

         On February 17, 1999,  MaxPlanet  issued 500,000 shares of common stock
to the sole  shareholder of Trident Recovery  Systems,  Inc., in connection with
MaxPlanet's  purchase of 100% of the equity  securities of Trident.  MaxPlanet's
issuance  of  common  stock  to  Mr.  Feinberg  was  exempt  from   registration
requirements

                                       31
<PAGE>

pursuant to Section 4(2) of the  Securities  Act and Rule 506 of Regulation D of
the   Securities   Act,  since   MaxPlanet   issued  shares  to  an  accredited,
sophisticated  investor who was familiar with MaxPlanet and transacted  business
with MaxPlanet on prior occasions. See "Description of Business - Acquisition of
Trident Recovery Systems" on page 5.

         On December  15,  1998,  MaxPlanet  issued an  aggregate of one million
shares of  MaxPlanet  common  stock to the  shareholders  of  Virtual  Financial
Network.com,  Inc., in exchange for 100% of the outstanding equity securities of
Virtual Financial.  MaxPlanet's issuance of common stock in connection with this
acquisition was exempt from registration  requirements  pursuant to Section 4(2)
of the Securities Act and  Regulation D of the Securities  Act, since  MaxPlanet
issued  shares to  accredited,  sophisticated  investors  who were familiar with
MaxPlanet  and  transacted  business  with  MaxPlanet  on prior  occasions.  See
"Description of Business - Acquisition of Virtual Financial" on page 5.

         On December 15, 1998, in connection  with  MaxPlanet's  acquisition  of
Virtual  Financial,  MaxPlanet  issued  100,000  shares of common stock to Reich
Brothers,  Inc., of which Israel Goldreich,  the Chief Operating  Officer,  Vice
President and a director of  MaxPlanet,  is the  President,  as payment to Reich
Brothers' for its service as a consultant. The transaction was consummated,  and
the shares were issued to Mr. Goldreich,  prior to Mr. Goldreich's  service as a
director and officer of MaxPlanet. MaxPlanet's issuance of common stock to Reich
Brothers was exempt from registration  requirements  pursuant to Section 4(2) of
the Securities Act and Regulation D of the Securities  Act. See  "Description of
Business - Internet Developers: Virtual Financial" on page 9.

         On October 28, 1998 and January 8, 1999,  MaxPlanet  issued and sold an
aggregate  of  1,852,500  shares of  common  stock at $0.40  per  share,  for an
aggregate offering price of $741,000,  to a group of four accredited  investors,
including A & J Capital.  MaxPlanet's  issuance of common stock to the group was
exempt from registration requirements pursuant to Section 4(2) of the Securities
Act and Rule 504 of Regulation D of the Securities Act, since  MaxPlanet  issued
shares to accredited,  sophisticated  investors who were familiar with MaxPlanet
and transacted business with MaxPlanet on prior occasions.

         On June 16, 1998,  MaxPlanet  issued 25,000 shares of MaxPlanet  common
stock to Reich Brothers, Inc., a corporation wholly-owned by Israel Goldreich, a
director of MaxPlanet,  in connection with MaxPlanet's acquisition of the domain
names,  business plan and content of OneClass.com and 1Class.com online shopping
networks,  which were  subsequently  sold to NPS  International  Corporation  on
October 17, 2000.  MaxPlanet's  issuance of common  stock to Reich  Brothers was
exempt from registration requirements pursuant to Section 4(2) of the Securities
Act and Rule 506 of Regulation D of the Securities Act, since  MaxPlanet  issued
shares to an accredited,  sophisticated investor who was familiar with MaxPlanet
and transacted  business with MaxPlanet on prior occasions.  See "Description of
Business - Acquisition of OneClass.com and 1Class.com" on page 4.

         On May 8, 1998,  MaxPlanet  issued  500,000  shares of common  stock to
Isaak Val, the President of MaxPlanet and of Valentino Salotti and the father of
Henry Val, who is the  Chairman and Chief  Executive  Officer of  MaxPlanet,  in
connection with MaxPlanet's acquisition of 100% of the outstanding securities of
Valentino  Salotti from Mr. Isaak Val.  MaxPlanet's  issuance of common stock to
Mr. Isaak Val was exempt from registration requirements pursuant to Section 4(2)
of the Securities Act and Rule 506 of Regulation D of the Securities  Act, since
MaxPlanet  issued  shares  to an  accredited,  sophisticated  investor  who  was
familiar  with  MaxPlanet  and  transacted  business  with  MaxPlanet  on  prior
occasions.  See "Description of Business - Acquisition of Valentino  Salotti" on
page 3.

         On May 5, 6 and 12, 1998, MaxPlanet issued and sold 3,050,000 shares of
common stock at $0.06 per share, for an aggregate offering price of $183,000, to
a group of  accredited  investors.  MaxPlanet's  issuance of common stock to the
group was exempt from registration requirements pursuant to Section 4(2) of the

                                       32
<PAGE>

Securities  Act and  Rule  504 of  Regulation  D of the  Securities  Act,  since
MaxPlanet issued shares to accredited, sophisticated investors who were familiar
with MaxPlanet and had transacted business with MaxPlanet on prior occasions.

         On September  15,  1997,  MaxPlanet  issued and sold 670,000  shares of
common  stock  at  $0.50  per  share  to a group  of  accredited  investors  for
approximately  $335,000 in cash.  The  issuance of common  stock was exempt from
registration  requirements  pursuant to Section 4(2) of the  Securities  Act and
Rule 504 of Regulation D of the Securities Act.


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

         The following  discussion contains certain  forward-looking  statements
that are subject to  business  and  economic  risks and  uncertainties,  and our
actual results could differ  materially from those  forward-looking  statements.
The following discussion of the financial condition and results of operations of
MaxPlanet  should  be  read  in  conjunction  with  the  consolidated  financial
statements and notes thereto.


Results of  Operations

         MaxPlanet's   historical  operating  results  do  not  reflect  present
business  strategy and  consequently  are not  indicative of the  probability of
MaxPlanet's future success or failures.


Liquidity and Capital Resources

         MaxPlanet's  capital  requirements have historically  exceeded its cash
flow from  operations as MaxPlanet has been building its business.  As a result,
MaxPlanet has depended upon sales of its common stock and borrowings  from third
parties to finance its working capital requirements.

         At present, MaxPlanet has limited capital resources, pending completion
of the  investment  agreement  between Mundo Maximo,  Corp.  and Triumph  Global
Securities. MaxPlanet has implemented cost control measures that have enabled it
to continue to remain  operational  absent such immediate  funding.  See "Recent
Developments" on page 2.

         In May  1998,  MaxPlanet  purchased  all of the  outstanding  stock  of
Valentino Salotti,  Inc. for 500,000 shares of common stock and $50,000 in cash.
See "Description of Business - Acquisition of Valentino Salotti" on page 3.

         In   June   1998,   MaxPlanet   acquired   research   information   and
business-plans  for the  Webphonebook/Portal  - Community Internet project along
with WebPhoneBook.com and 17 other Domain Names from Intrasoft, Ltd. for $70,000
in cash. See "Description of Business - Acquisition of WebPhoneBook.com" on page
3.

         In June 1998,  MaxPlanet acquired the domain names,  business plan, and
the content of OneClass.com and 1Class.com, which MaxPlanet subsequently sold to
NPS International Corporation on October 17, 2000, from Reich Brothers, Inc. The
shareholders of Reich Brothers,  Inc. received $6000, 25,000 shares of MaxPlanet
common stock and an option to purchase  100,000 shares of MaxPlanet common stock
priced at $1.00 per  share.  See  "Description  of  Business  -  Acquisition  of
OneClass.com and 1Class.com" on page 4.

                                       33
<PAGE>

         In December 1998,  MaxPlanet  purchased all of the outstanding stock of
Virtual  Financial  Network.com,  Inc.  in  exchange  for  $50,000  in cash,  an
aggregate  of 500,000  shares of MaxPlanet  common stock  delivered at and after
closing and an additional  500,000 shares of MaxPlanet common stock to be issued
thereafter  (the  "Additional  Shares").  The  Additional  Shares were issued by
MaxPlanet  and are being held in escrow,  subject to the  outcome of  litigation
between the parties. See "Legal Proceedings" on page 28.


         On  January 7, 1999,  MaxPlanet  formed  Mundo  Maximo,  Corp.  and its
Internet  website  www.MundoMaximo.com   (MaxPlanet's  official  Spanish  Portal
Internet site) in an attempt to capitalize on the growing global Hispanic online
market. MundoMaximo.com is intended to provide Hispanic Community news, products
and lifestyle.

         In February 1999,  MaxPlanet  acquired 100% of the outstanding stock of
Trident  Recovery  Systems,  Inc.  for  500,000  shares  of  common  stock.  See
"Description  of Business - Acquisition of Trident  Recovery  Systems,  Inc." on
page 5.

         In February 1999,  MaxPlanet  acquired 80% of the outstanding  stock of
Ultra Web,  Inc. for in exchange for 100,000  shares of MaxPlanet  common stock.
MaxPlanet  acquired  Telephonebook.net,  which  was  subsequently  sold  to  NPS
International  Corporation,  as  part  of the  acquisition  of  Ultra  Web.  See
"Description of Business - Acquisition Ultra Web" on page 6.

         On October 19, 1999,  MaxPlanet  purchased  property in Miami,  Florida
with  approximately  6500 sq. ft. of office space which  MaxPlanet  out of which
MaxPlanet  operates its Internet  development  and  technology  department.  See
Certain Relationships and Related Transactions on page 47.

         MaxPlanet  has  commitments  under leases  covering its facility in New
Jersey.  The minimum  amounts of the total of lease  payments are  approximately
$42,000 per year for each of the next three years.  MaxPlanet  has also leased a
number of computer workstations for a period of three years.

         On March 17, 2000,  Mundo Maximo Corp.  entered into an agreement  with
Triumph Global  Securities,  Ltd.  pursuant to which Triumph Global will provide
financial  and  consulting  services  to Mundo  Maximo and act as its  exclusive
advisor and placement agent in connection with Mundo Maximo's  efforts to obtain
capital investment from outside sources. Mundo Maximo has paid Triumph Global an
aggregate of $95,000 in cash in connection with the agreement and Triumph Global
will receive the greater of (i) an additional $505,000, and (ii) 7% of the first
$10 million of the capital raised by Triumph  Global,  less $95,000,  plus 4% of
the  capital  raised in  excess  of $10  million.  MaxPlanet  believes  that its
agreement with Triumph Global will enable MaxPlanet to raise additional  capital
to meet its projected financial needs. See "Recent Developments" on page 2.

         In September 2000,  MaxPlanet entered into an agreement to sell certain
domain names and Internet  related  assets to NPS  International  Corporation in
exchange  for   3,500,000   shares  of  NPS  common  stock  that  is  valued  at
approximately $123,000. See "Recent Developments" on page 2.

         On October  17,  2000,  MaxPlanet  consummated  an  agreement  with NPS
International  Corporation  ("NPS")  whereby  the NPS is to lease its  corporate
office from MaxPlanet and use the services of MaxPlanet's  Internet  development
and  technology  facility in Miami,  Florida to generate  users and customers to
purchase the products and services  offered by NPS. The  agreement is to provide
MaxPlanet revenues of $5,000 per month until September 2000 and is automatically
renewed for successive one year terms until one party delivers written notice of
termination  to the other  party of such  party's  intention  to  terminate  the
agreement. NPS agreed to pay MaxPlanet a minimum quarterly fee of 100,000 shares
of NPS common stock for supporting  NPS' growth plan. See "Recent  Developments"
on page 2.

                                       34
<PAGE>
         MaxPlanet  has  entered  into  employment  agreements  with  its  Chief
Executive  Officer and Vice President  through December 31, 2010. The agreements
provide  for minimum  compensation  and  bonuses as  determined  by the Board of
Directors.  See "Executive Compensation - Employment Agreements,  Termination of
Employment and Change in Control Arrangements" beginning on page 43.

         MaxPlanet plans to continue to develop, contract or acquire the content
and  services  needed  to  appeal  to the  Internet  User.  Through  contractual
agreement,  acquisitions and Internet properties  MaxPlanet plans to continue to
offer businesses,  customers, advertisers and Users entertainment,  shopping and
information  online. By providing options for the Internet User MaxPlanet may be
positioned  to capture a share of online  purchases  and  advertising  revenues.
MaxPlanet  anticipates  that  in  addition  to  sales  of  Internet  development
services,  furniture  and  products  through  E-Commerce  MaxPlanet's  source of
revenue will be fees paid by third parties for  advertising  their  products and
services on www.MaxPlanet.com and its other Internet properties.


Year Ended March 31, 2000 Compared to Year Ended March 31, 1999

Operating  Revenues.  Operating  revenues for the year ended March 31, 2000 were
$849,486  compared  to  $521,513  for the year  ended  March 31,  1999,  a 62.9%
increase. The additional revenues resulted primarily from an increased amount of
sales of  furniture  sold by  Valentino  Salotti,  Inc. of $231,829 and Internet
advertising and web hosting of $96,330.

Cost of  Revenues.  Cost of  revenues  for the year  ended  March 31,  2000 were
$1,427,257  compared to  $841,739  for the year ended  March 31,  1999,  a 69.6%
increase.  The additional  costs resulted from an increase in cost of goods sold
associated with furniture sales of $196,772, and increases in consulting fees of
$140,602, payroll of $195,075 and Internet development costs of $42,509.

Sales and Marketing Expenses. Sales and marketing expenses were $251,960 for the
year ended March 31, 2000  compared to $63,054 in the year ended March 31, 1999,
a 298% increase.  Increases in advertising,  commissions,  and public  relations
costs totaling $125,709 primarily accounted for the difference.

General and Administrative  Expenses.  General and administrative  expenses were
$377,794  for the year ended March 31, 2000 as compared to $105,280 for the year
ended March 31, 1999,  an increase of $272,514 or 359%.  Increases in insurance,
rent,  utilities and other office expenses totaling $64,702 accounted  primarily
for the increases.

Other  Income  (Expenses).  Gains on sales of assets  were  $49,617 for the year
ended March 31,  2000 as compared to $193,598 in the year ended March 31,  1999.
The  decrease  was  primarily  from  a  result  of a sale  of 10% of the  equity
securities  of Valentino  Salotti,  Inc.  resulting in a $188,500  gain in 1999.
Additional gains from the sales of marketable securities,  totaling $44,519 were
achieved in 2000.  In 1999,  MaxPlanet  recorded  impairment  losses of $627,300
primarily due to the valuation of a minority interest in an unrelated company of
$152,800  and  valuation  of the  wholly-owned  subsidiary  interest  of Virtual
Financial of $456,000. Interest and dividend income for the year ended March 31,
2000 was $30,748 compared to $19,596 in the year ended March 31, 1999.

                                       35
<PAGE>

Liquidity  and  Capital  Resources.  Cash  for the year  ended  March  31,  2000
decreased by $948,250. MaxPlanet's operating activities used cash of $919,015 in
the year ended  March 31, 2000  primarily  due to a net loss of  $1,148,314.  An
increase in accounts payable of $170,867 provided additional funds.

Cash for the year  ended  March 31,  1999  increased  by  $870,834.  MaxPlanet's
operating activities used cash of $519,812. A significant non-cash offset to net
loss resulted from impairment losses totaling  $627,300,  whereas gains on sales
of assets of $193,598 are added to the net loss.  Increases in accounts  payable
and accrued expenses were offset by an increase in inventory by $156,607.

Cash provided by investing  activities was $164,620 for the year ended March 31,
2000 and cash used in investing  activities was $263,402 in the year ended March
31, 1999. In both years, cash was used to purchase marketable  securities.  Also
in both years,  MaxPlanet  purchased office furniture,  equipment,  and software
relating to Internet development.

Net cash used in financing  activities was $193,855 for the year ended March 31,
2000.  Proceeds from the issuance of common stock were $60,151  whereas loans to
related parties were $254,006.

Net cash  provided by financing  activities  was  $1,654,048  for the year ended
March 31,  1999  primarily  from  issuance  of common  stock of  $1,074,862  and
proceeds  from a note  payable in the  amount of  $800,000.  Loans to  unrelated
parties totaled $221,300.

Balance  sheet  accounts.  Cash at March 31,  1999 was  $950,524  as compared to
$2,274 at March 31, 2000, a decrease of $948,250,  due primarily  from cash used
in  operations  of $919,015,  amounts paid for property and equipment of $51,178
and loans to related  parties of $254,006,  less amounts  received from sales of
marketable securities totaling $230,298.

Property and equipment  increased by $272,597 primarily from the purchase of the
Company's  building in Florida.  Additional  loans to related  parties were paid
$254,338 during the year ended March 31, 2000. Deferred revenue increased during
the year  ended  March 31,  2000 by  $209,536  relating  to sales of  marketable
security calls, which expire subsequent to March 31, 2000.

Note payable,  other,  of $800,000 at March 31, 1999  decreased to zero at March
31,  2000  due  this  note  being   converted  into  common  stock.   Additional
paid-in-capital  increased by  $1,337,490 to $3,330,454 at March 31, 2000 due to
the Company's  purchases of assets using its common stock and the aforementioned
note conversion.

Year Ended March 31, 1999 Compared to Year Ended March 31, 1998

MaxPlanet and its  subsidiaries  did not have  substantial  business in the year
ended March 31, 1998. Therefore,  the 1999 activity itself would approximate the
change between the years.

                                       36
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

         See the financial  statements  listed in the accompanying  index to the
Financial Statements on Page F-1.


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

         Robert Rescigno,  CPA ("Rescigno") resigned as the principal accountant
to audit  the  financial  statements  of  MaxPlanet,  effective  April 3,  2000.
Rescigno, a solo practitioner, informed MaxPlanet that he was unable to continue
to work for MaxPlanet due to reasons unrelated to MaxPlanet.

         The reports of Rescigno on  MaxPlanet's  financial  statements  for the
past two fiscal  years did not  contain an adverse  opinion or a  disclaimer  of
opinion,  nor were such reports  qualified or modified as to uncertainty,  audit
scope or accounting principles.

         The  decision  to accept the  resignation  submitted  by  Rescigno  was
approved by MaxPlanet's Board of Directors.

         During the two most  recent  fiscal  years and the  subsequent  interim
period preceding April 3, 2000, there were no disagreements with Rescigno on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure  which, if not resolved to Rescigno's  satisfaction,
would have  caused  Rescigno  to make  reference  to the  subject  matter of the
disagreement in connection with its report.

         During the two most  recent  fiscal  years and the  subsequent  interim
period preceding April 3, 2000, Rescigno did not advise MaxPlanet of any matters
set forth in Item 304(a)(1)(v) of Regulation S-K.

         On April 3, 2000, MaxPlanet appointed  Ehrenkrantz,  Sterling & Co. LLC
("Ehrenkrantz,  Sterling")  as the  principal  accountant  to audit  MaxPlanet's
financial statements.

         During  MaxPlanet's  two most recent  fiscal  years and the  subsequent
interim period preceding April 3, 2000,  neither MaxPlanet (nor anyone acting on
MaxPlanet's   behalf)  consulted  with  Ehrenkrantz,   Sterling   regarding  the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
MaxPlanet's financial  statements,  and neither a written report nor oral advice
was  provided to  MaxPlanet  by  Ehrenkrantz,  Sterling  on matters  which would
require  disclosure   pursuant  to  Items   304(a)(1)(iv)  and  304(a)(1)(v)  of
Regulation S-K.

         MaxPlanet  filed a Current  Report on Form 8-K with the  Securities and
Exchange Commission on April 10, 2000, regarding the resignation of Rescigno and
the  appointment of Ehrenkrantz,  Sterling as the principal  accountant to audit
the MaxPlanet's financial statements.

                                       37
<PAGE>

                                    PART III


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

      The current directors and executive officers of MaxPlanet are as follows:


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


         Henry Val1            40       Chief Executive Officer and
                                        Chairman of the Board
         Isaak Val1            64       President, Director and President of
                                        Valentino Salotti

         Israel Goldreich      35       Vice President, Acting Chief Operating
                                        Officer, Secretary and Director

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

(1)  Henry Val is the son of Isaak Val.


         A summary of the business  experience  and  background  of  MaxPlanet's
current directors and executive officers is set forth below.

HENRY VAL has been the Chief  Executive  Officer  and  Chairman  of the Board of
MaxPlanet  since  January 1998.  Mr. Val has been with  MaxPlanet on a full-time
basis since January 1998. Mr. Val has been associated with MaxPlanet since 1993,
serving  primarily as a consultant  from 1993 through 1998.  Since 1990, Mr. Val
has been the Chief Executive Officer of the consulting company Alphamedia,  Inc.
Mr. Val was appointed as interim President,  and was elected a director,  of NPS
International  Corporation following the execution of MaxPlanet's agreement with
NPS International  Corporation on October 17, 2000. See "Recent Developments" on
page 2.

ISAAK VAL has been with MaxPlanet,  on nearly a full-time basis,  since February
16,  1999.  Mr. Val was elected  President of MaxPlanet by the Board on April 8,
1999,  and as a director of  MaxPlanet  on May 8, 1998.  Mr. Val has been in the
custom  furniture  design,  production and sales industry for 49 years.  Mr. Val
founded Tradeway  Upholstery,  Inc. in 1991, has served as President of Tradeway
Upholstery  since such time.  Mr. Val is involved  with  Tradeway on a part-time
basis,  with the  preponderance of his time spent with the business of MaxPlanet
and its subsidiary,  Valentino  Salotti.  Mr. Val founded  Valentino  Salotti in
1996, and has served as the President of Valentino Salotti since such time.

ISRAEL GOLDREICH has served as  Vice-President,  Acting Chief Operating  Officer
and Secretary of MaxPlanet,  and has been with  MaxPlanet on a full-time  basis,
since January 1, 1999.  Mr.  Goldreich was elected as a director of MaxPlanet on
March 25, 1998. Prior to joining MaxPlanet,  Mr. Goldreich worked full time with
the consulting company Reich Brothers,  and has served as the President of Reich
Brothers  from  November  1997 to  present.  Mr.  Goldreich  received  his juris
doctorate degree from the Massachusetts School of Law in Andover,  Massachusetts
in 1995. Mr. Goldreich has served as a director of NPS International Corporation
since October, 2000.

                                       38
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the  Securities  Exchange Act of 1934 requires the any
person who, at any time during the last fiscal year,  was an executive  officer,
director or beneficial owner of more than 10% of any class of equity  securities
of MaxPlanet  registered  pursuant to Section 12 (each a "reporting  person") to
file reports regarding ownership of MaxPlanet's common stock with the SEC and to
furnish  MaxPlanet  with copies of all such filings.  Based on a review of these
filings,  MaxPlanet  is aware  that  not all  filings  have  been  timely  made.
MaxPlanet  is aware that  Isaak  Val,  Henry  Val,  Israel  Goldreich  and A & J
Capital,  each of whom filed  reports  required by Section 16(a) with the SEC on
October 11, 2000, not all of which were untimely made, did not file all of their
reports in a timely manner.


Directors

         All directors of MaxPlanet hold office until the next annual meeting of
shareholders  or until their  successors are elected and qualified.  At present,
MaxPlanet's Bylaws provide for no fewer than one, nor more than five, directors.
There are currently three directors of MaxPlanet. The Bylaws permit the Board of
Directors to fill any  vacancy,  and  directors  who are elected by the Board to
fill vacancies may serve until the next annual meeting of  shareholders or until
such director's successor is elected and qualified.  Officers of MaxPlanet serve
at the discretion of the Board of Directors.


Directors' Compensation

         Directors  were not paid a fee for service as a director  or  committee
member during the fiscal year ended March 31, 2000.


Board Of Directors' Meetings And Committees

         The Board of Directors  met an aggregate of 115 times during the fiscal
year ended March 31, 2000. While MaxPlanet  currently has no standing committees
of the Board,  MaxPlanet expects to establish audit and compensation  committees
in the fiscal year ending March 31, 2001.

                                       39

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.


         Summary  Compensation  Table. The Summary  Compensation Table set forth
below shows certain  compensation  information  for all  individuals  serving as
MaxPlanet's  Chief Executive  Officer or acting in a similar capacity during the
1999 fiscal year, the four most highly  compensated  executive  officers,  other
than the Chief Executive  Officer,  serving as executive  officers at the end of
the 1999 fiscal  year,  and two highly  compensated  individuals  not serving as
executive officers at the end of the 1999 fiscal year (collectively,  the "Named
Executive  Officers") for services  rendered in all capacities during the fiscal
years ended March 31, 2000,  March 31, 1999 and March 31, 1998. This information
includes base salaries,  bonus awards and long-term incentive plan payouts,  the
number of stock options and stock  appreciation  rights  ("SARs")  granted,  and
certain other compensation, if any, whether paid or deferred.

<TABLE>
<CAPTION>

                                                  SUMMARY COMPENSATION TABLE
                                                                                                 LONG-TERM
                                                      ANNUAL COMPENSATION                      COMPENSATION
                                                      -------------------                      ------------

                                                                                          Awards
                                                                                          ------
                                                                                          Securities
                                                                                          Underlying
                                                                                          Options/        All Other
Name and Principal Position                     Period              Salary      Bonus     SARs (1)        Compensation
---------------------------                     ------              ------      -----     --------        ------------
<S>                                    <C>                         <C>           <C>           <C>            <C>
Henry Val                              Fiscal Year Ended 3/31/00   $ 30,000      ----            150,000        ----
Chief Executive Officer & Chairman,    Fiscal Year Ended 3/31/99     11,000      ----            650,000        ----
2/98 to present                        Fiscal Year Ended 3/31/98     ----        ----          ----             ----

Isaak Val                              Fiscal Year Ended 3/31/00     7,200       ----          ----            $ 1,500
President, 4/99 to present             Fiscal Year Ended 3/31/99     3,000       ----          ----              1,500
Director, 2/99 to 3/99                 Fiscal Year Ended 3/31/98     ----        ----          ----             ----

Israel Goldreich                       Fiscal Year Ended 3/31/00     52,000      ----            150,000        89,000
Vice President, Acting Chief           Fiscal Year Ended 3/31/99      9,000      ----            650,000        14,700
Operating Officer, and
Secretary, 1/99 to present             Fiscal Year Ended 3/31/98     ----        ----          ----             ----

</TABLE>

(1) Securities represent shares of MaxPlanet common stock underlying options.

                                       40
<PAGE>

         Option/SAR  Grants in Last  Fiscal  Year.  The  following  table  shows
information  regarding  grants  of stock  options  made to the  Named  Executive
Officers  during the fiscal year ended  March 31,  2000.  The  amounts  shown as
potential realizable values are based on assumed annualized rates of stock price
appreciation of five percent and ten percent over the term of the options. These
potential  realizable  values are based solely on  arbitrarily  assumed rates of
appreciation  required by applicable SEC  regulations.  Actual gains, if any, on
option  exercises  and  common  stock  holdings  are  dependent  on  the  future
performance of MaxPlanet's common stock and overall stock market conditions.

<TABLE>
<CAPTION>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR


                                                                                                    Potential
                                                                                                    Realizable
                                                                                                    Value at Assumed
                                                                                                    Annual Rates of
                             Number of                                                              Stock Price
                             Securities        % of Total                                           Appreciation for
                             Underlying       Options/SARs                                          Option Term
                            Options/SARs       Granted to       Exercise or Base      Expiration    ------------
          Name              Granted (1)         Employees         Price ($/Sh)           Date          5%        10%
          ----              -----------         ---------         ------------           ----          --        ---
<S>                           <C>                 <C>                <C>                 <C>           <C>        <C
Henry Val                     150,000              50%               $ 2.00              2010           0         0

Isaak Val                       ----              ----                ----               ----         ----       ----

Israel Goldreich              150,000              50%                2.00               2010           0         0


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

</TABLE>

(1)   Securities represent shares of MaxPlanet common stock underlying options.

                                       41
<PAGE>


         Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR  Values.  The  following  table  summarizes  for  each  of the  Named
Executive  Officers the number of stock options,  if any,  exercised  during the
fiscal year ended March 31,  2000,  the  aggregate  dollar value  realized  upon
exercise, the total number of securities underlying unexercised options, if any,
held at  March  31,  2000,  and the  aggregate  dollar  value  of  in-the-money,
unexercised  options,  if any,  held at March  31,  2000.  Value  realized  upon
exercise is the difference between the fair market value of the underlying stock
on the  exercise  date and the  exercise or base price of the  option.  Value of
unexercised,  in-the-money  options at fiscal year-end is the difference between
the exercise or base price and the fair market value of the underlying  stock on
March 31,  2000.  The last sale price of  MaxPlanet  common stock on November 2,
2000 was $0.065.  The values in the column  "Value of  Unexercised  In-The-Money
Options/SARs  at  FY-End"  have  not  been,  and may  never  be,  realized.  The
underlying  options have not been, and may not be, exercised,  and actual gains,
if any, on exercise  will depend upon the value of the  underlying  stock on the
date of exercise.

         No options were exercised by the Named  Executive  Officers  during the
2000 fiscal year. The following table sets forth information regarding the value
of unexercised options held by the named Executive Officers of MaxPlanet.

<TABLE>
<CAPTION>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES

                                      Number of Securities                                  Value of Unexercised
                                     Underlying Unexercised                                     In the Money
                                        Options/SARs at                                        Options/SARs at
                                           FY-End (1)                                            FY-End (1)
                                           ----------                                            ----------
Name                            Exercisable          Unexercisable                    Exercisable          Unexercisable
----                            -----------          -------------                    -----------          -------------
<S>                                   <C>                    <C>                             <C>                   <C>
Henry Val                             800,000                ----                            ----                  ----

Isaak Val                              ----                  ----                            ----                  ----

Israel Goldreich                      800,000                ----                            ----                  ----

</TABLE>

(1)  Securities represent shares of MaxPlanet common stock underlying options.

                                       42

<PAGE>

Employment Agreements, Termination of Employment and Change in Control
Arrangements

         Isaak Val does not receive compensation for his service as President of
MaxPlanet and Valentino Salotti.

         As  compensation  for  services  rendered  to  MaxPlanet  by Henry Val,
MaxPlanet  paid Henry Val a salary of $25,000 for the five months of  employment
ended May 31, 1999.  On January 1, 1999,  MaxPlanet  entered into an  employment
agreement  with Henry  Val,  which is to expire on  December  31,  2010,  unless
earlier  terminated as provided in the agreement,  which provides that Henry Val
will receive:

         o        an annual  salary of $125,000  commencing  June 1, 1999,  with
                  annual  increases  during the following  nine years of no less
                  than 10% per annum;

         o        2.5%  of  all  pre-tax   profits   recorded  by  MaxPlanet  in
                  accordance  with  Generally  Accepted  Accounting   Principles
                  ("GAAP");

         o        the greater of:

                  o        2% of the value of any  acquisition  by MaxPlanet (as
                           computed by the purchase  price plus the value of any
                           additional consideration paid in connection with such
                           acquisition); or

                  o        2% of the revenue reported by the acquired party in
                           its preceding fiscal year;
                  and

         o        2.5% of any capital raised by MaxPlanet.

         In the event that any portion of the  consideration to be paid to Henry
Val in accordance with the above shall consist of publicly held securities,  the
market price of these  securities  shall be used to determine its value, and the
value related to any option, warrant or right to purchase these securities shall
be determined by the  Black-Scholes  Model. At the sole option of Henry Val, any
compensation  due under the  agreement  described  above may be  converted  into
shares of  MaxPlanet's  common stock at a conversion  price equal to the average
closing bid price for the common stock 30 days prior to any such  acquisition or
capital funding. In the event of a change of control, Henry Val may resign as an
officer and employee of MaxPlanet, and all amounts due and owing for the term of
the  agreement  shall become due and  payable.  Henry Val waived 50% of his 1999
salary in exchange for options to purchase  150,000  shares of MaxPlanet  common
stock at $2.00 per  share,  exercisable  for a period of three  years  ending on
December 31, 2001.

         Henry  Val will  also  receive  bonuses  in  amounts  that the Board of
Directors may determine,  at its sole  discretion,  from time to time, and, from
April 1,  1999  through  the  remainder  of the term of Henry  Val's  employment
agreement,  Henry Val will receive  options to purchase up to 100,000  shares of
MaxPlanet  common stock each year at the closing price per share of  MaxPlanet's
common stock as of March 31 of each year.

         At such time as MaxPlanet  achieves a profitable year, as determined by
its independent accountants, Henry Val will receive

         o        options  to  purchase   an   additional   200,000   shares  of
                  MaxPlanet's  common  stock each year at the closing  price per
                  share of MaxPlanet's common stock as of March 31 of each year,
                  and

         o        an  additional 5% of MaxPlanet's pre-tax profit for each year.

                                       43

<PAGE>

         In the event of a  profitable  year,  Henry Val will have the option to
accept the additional 5% profit compensation

         o        as cash,

         o        in the form of shares of MaxPlanet's common stock, or

         o        in the form of  options  to  purchase  shares  of  MaxPlanet's
                  common stock,  in an amount that is equal to double the amount
                  of  cash  compensation  that  Henry  Val  would  otherwise  be
                  entitled  to  receive  in such an event,  at a price per share
                  equal to the  closing  price per share of the common  stock on
                  the last business day of such profitable fiscal year.

         MaxPlanet has agreed to properly and timely  register all of the shares
underlying the Employee Stock Plan and other such compensation plans.

         The Board of Directors may, at its sole  discretion,  grant  additional
compensation  to Henry  Val,  and the  Board  will  review  Henry  Val's  salary
annually,  and may,  at its sole  discretion,  increase  his  salary  and  grant
additional  bonuses  to  Henry  Val.  The  Board  may  not  reduce  Henry  Val's
compensation without his consent.

         From January 1, 1999 through March 31, 2000,  MaxPlanet  paid Henry Val
approximately $41,000 pursuant to his employment agreement.

         As compensation for services  rendered to MaxPlanet by Israel Goldreich
during the five months of  employment  ended May 31,  1999,  MaxPlanet  paid Mr.
Goldreich a salary of $25,000 for such time.  On January 1, 1999,  MaxPlanet has
entered into an employment agreement with Israel Goldreich which is to expire on
December 31, 2010, unless earlier terminated as provided in the agreement, which
provides that Mr. Goldreich will receive:

         o        an annual salary of $100,000  commencing on June 1, 1999, with
                  annual  increases  during the following  nine years of no less
                  than 10% per annum;

         o        2.5%  of  all  pre-tax  profits  recorded  by  MaxPlanet,   in
                  accordance  with  Generally  Accepted  Accounting   Principles
                  ("GAAP");

         o        the greater of:

                  o        2% of the value of any  acquisition  by MaxPlanet (as
                           computed by the purchase  price plus the value of any
                           additional consideration paid in connection with such
                           acquisition); or

                  o        2% of the revenue reported by the acquired party in
                           its preceding fiscal year;

                  and

         o        2.5% of any capital raised for MaxPlanet.

         In the event that any portion of such  consideration  shall  consist of
publicly held securities,  the market price of these securities shall be used to
determine  value,  and the value  related  to any  option,  warrant  or right to
purchase these securities shall be determined by the Black-Scholes Model. At Mr.
Goldreich's   option,

                                       44

<PAGE>

such  compensation  may  be  converted  into  shares  of
MaxPlanet's  common stock at a conversion price equal to the average closing bid
price for the  common  stock 30 days  prior to any such  acquisition  or capital
funding.

         In the event of a change of  control,  Mr.  Goldreich  may resign as an
officer and employee of MaxPlanet,  and all amounts due to Mr. Goldreich for the
term of the agreement will become  immediately due and payable to Mr. Goldreich.
Mr.  Goldreich  waived 50% of his 1999 annual  salary in exchange for options to
purchase  150,000  shares  of  MaxPlanet's  common  stock  at $2.00  per  share,
exercisable for a three year period ending on December 31, 2001.

         Mr.  Goldreich may also receive bonuses in such amounts as the Board of
Directors may determine, at its sole discretion, from time to time.

         Mr.  Goldreich will receive options to purchase up to 100,000 shares of
MaxPlanet's  common stock each year exercisable at the closing price as of March
31 of each year.  At such time as  MaxPlanet  achieves  a  profitable  year,  as
determined by its independent accountants, Mr. Goldreich will receive:

         o        options  to  purchase   an   additional   200,000   shares  of
                  MaxPlanet's  common  stock each year at the closing  price per
                  share of MaxPlanet's common stock as of March 31 of each year:
                  and

         o        an  additional 5% of MaxPlanet's pre-tax profit for each year.

         In the event of a profitable  year, Mr.  Goldreich will have the option
to accept the additional 5% profit compensation

         o        as cash,

         o        in the form of shares of MaxPlanet's common stock, or

         o        in the form of  options  to  purchase  shares  of  MaxPlanet's
                  common stock,  with an aggregate value that is equal to double
                  the  amount  of cash  compensation  that Mr.  Goldreich  would
                  otherwise be entitled to receive in such an event,  at a price
                  per share equal to the  closing  price per share of the common
                  stock on the last business day of such profitable fiscal year.

         The Board of Directors may, at its sole  discretion,  grant  additional
compensation to Mr. Goldreich,  and the Board will review Mr. Goldreich's salary
annually,  and may,  at its sole  discretion,  increase  his  salary  and  grant
additional  bonuses to Mr. Goldreich.  The Board may not reduce Mr.  Goldreich's
compensation without his consent.

         From  January  1, 1999  through  March  31,  2000,  MaxPlanet  paid Mr.
Goldreich approximately $61,000 pursuant to his employment agreement.

         MaxPlanet  entered into option  agreements  with Messrs.  Goldreich and
Isaak  Val,  pursuant  to which  each  may  purchase  up to  500,000  shares  of
MaxPlanet's  common stock at an exercise  price of $1.50 per share.  All options
granted  pursuant to these  agreements  are freely  assignable.  The  agreements
provide that upon the filing of a registration  statement by MaxPlanet,  each of
Mr. Goldreich and Mr. Isaak Val are entitled to demand  registration  rights for
the shares issuable upon the exercise of such options.  In the event that demand
registration or piggyback registration,  as the case may be, is not accomplished
within  three  business  days  of the  filing  of a  Registration  Statement  by
MaxPlanet,  MaxPlanet  shall be  responsible  for any loss in value  and for any
legal fees incurred by Messrs.  Goldreich and Isaak Val.  MaxPlanet's results of
operations  could  be  adversely  affected,  and its  available  cash  could  be
diminished,  by MaxPlanet's  obligation to register the shares issuable upon the
exercise of options by Messrs. Goldreich and Isaak Val.

                                       45
<PAGE>

         MaxPlanet  generally  grants stock options to employees and consultants
with an exercise price not less than the fair market value at the date of grant.
MaxPlanet  accounts for stock option  grants to  employees  in  accordance  with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and,  accordingly,  recognizes no  compensation  expense related to
option  grants.  In cases where  MaxPlanet  grants options below the fair market
value of the stock at the date of grant,  the  difference  between the  exercise
price and the fair market value is treated as compensation expense and amortized
over the  vesting  period  of the  option,  if any.  Stock  options  granted  to
consultants  and others  instead of cash  compensation  are recorded  based upon
management's  estimate  of fair  value of the  options or the  related  services
provided and expensed over the vesting period, if any.


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

         The  following  table sets forth,  as of the date  hereof,  information
regarding  ownership  of  MaxPlanet's  Common  Stock,  by each  person  known by
MaxPlanet to be the beneficial owner of more than 5% of MaxPlanet's  outstanding
Common Stock,  by each director,  by certain  related  shareholders,  and by all
executive  officers and  directors of  MaxPlanet as a group.  All persons  named
below  have sole  voting  and  investment  power  over  their  shares  except as
otherwise noted.

<TABLE>
<CAPTION>


                                                         Number of Shares
   Title of Class        Name of Beneficial Owner       Beneficially Owned             Percent of Class (1)
--------------------- ------------------------------- ----------------------- ----------------------------------------
<S>                   <C>                                   <C>                                 <C>
Common Stock          Henry Val (2)                         5,245,708                           36.08 %

Common Stock          A & J Capital (3)                     1,555,000                           10.70

Common Stock          Isaak Val (2)                            501,000                           3.44

Common Stock          Israel Goldreich                         274,205                           1.89

Common Stock          Directors - Total                      6,020,913                          41.41 %
--------------------- ------------------------------- ----------------------- ----------------------------------------

</TABLE>

(1)      As of October 27, 2000,  there were  14,538,421  shares of  MaxPlanet's
         common stock issued and outstanding.

(2)      Henry Val,  the Chief  Executive  Officer and  Chairman of the Board of
         MaxPlanet, is the son of Isaak Val, the President of MaxPlanet.

(3)      A & J Capital is controlled by Eric Goudis.


                                       46

<PAGE>

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


         Valentino  Salotti  sells  furniture  that is produced  exclusively  by
Tradeway  Upholstery,  Inc. Valentino Salotti markets,  and is a distributor of,
furniture produced by Tradeway. Valentino Salotti operates on a 20% gross margin
on sales of  products  that it  purchases  from  Tradeway.  Mr.  Isaak Val,  the
President and a director of MaxPlanet,  owns, directly or beneficially,  100% of
the outstanding securities of Tradeway.

         On October 17,  2000,  MaxPlanet  entered  into an  agreement  with NPS
International  Corporation,  a  New  York  corporation  ("NPS").  The  agreement
provides  for NPS to lease  its  corporate  office  from  MaxPlanet  and use the
services of MaxPlanet's  Internet  development and production facility in Miami,
Florida to generate  users and  customers  to  purchase  products  and  services
offered by NPS.  MaxPlanet  concurrently  entered into an agreement  with NPS to
sell MaxPlanet's  1class.com/oneclass.com  and telephonebook.net  business plans
and related  domain names and certain  other domain names to NPS in exchange for
3,500,000 shares of NPS common stock valued at approximately $123,000.  Pursuant
to the agreement with NPS,  following the execution of the agreement with NPS on
October 17,  2000,  Henry Val, the Chief  Executive  Officer and Chairman of the
Board of MaxPlanet,  was appointed interim President, and elected a director, of
NPS, and Israel Goldreich,  the Vice President and a director of MaxPlanet,  was
elected as a director of NPS. See "Recent Developments" on page 2.

         On October 19, 1999, MaxPlanet purchased approximately 6500 square feet
of office space, located at 14422 NW 7th Avenue,  Miami, Florida 33168, from A &
J  Capital,  a  principal  shareholder  of  MaxPlanet,  which owns  directly  or
beneficially  approximately 10.7% of the outstanding securities of MaxPlanet, in
exchange for 500,000 shares of MaxPlanet's common stock.  MaxPlanet operates its
development and technology  departments at this location. See "Market for Common
Equity  and  Related   Stockholder   Matters  -  Recent  Sales  of  Unregistered
Securities," beginning on page 31.

         On February 17, 1999,  MaxPlanet  sold 10% of the equity  securities of
Valentino  Salotti to A & J Capital for  $200,000,  in a sale that was accounted
for  as a  pooling-of-interests.  As  consideration  for  the  purchase  of  the
securities,  A & J Capital paid MaxPlanet  $50,000 in cash at closing and issued
MaxPlanet a promissory  note in the  principal  amount of  $150,000,  payable on
demand at any time following 12 months after the date of issuance,  at a rate of
interest of 10% per annum. See "Market for Common Equity and Related Stockholder
Matters - Recent Sales of Unregistered Securities," beginning on page 31.

         On October 28, 1998 and January 8, 1999,  MaxPlanet  issued and sold an
aggregate  of  1,852,500  shares of  common  stock at $0.40  per  share,  for an
aggregate offering price of $741,000,  to a group of four accredited  investors,
including A & J Capital.  MaxPlanet's  issuance of common stock to the group was
exempt from registration requirements pursuant to Section 4(2) of the Securities
Act and Rule 504 of Regulation D of the Securities Act, since  MaxPlanet  issued
shares to accredited,  sophisticated  investors who were familiar with MaxPlanet
and  transacted  business  with  MaxPlanet on prior  occasions.  See "Market for
Common  Equity and Related  Stockholder  Matters - Recent Sales of  Unregistered
Securities," beginning on page 31.

         On June 16, 1998,  MaxPlanet  issued 25,000 shares of MaxPlanet  common
stock to Reich Brothers,  Inc., a corporation  wholly-owned by Israel Goldreich,
the Vice-President  and a director of MaxPlanet,  in connection with MaxPlanet's
acquisition of the domain names,  business plan and content of OneClass.com  and
1Class.com online shopping  networks,  which MaxPlanet  subsequently sold to NPS
International  Corporation on October 17, 2000. Mr.  Goldreich was a director of
MaxPlanet  at the  time of the  acquisition.  See  "Description  of  Business  -
Acquisition of OneClass.com and 1Class.com" on page 4.

                                       47

<PAGE>

         On May 8, 1998,  MaxPlanet  issued  500,000  shares of common  stock to
Isaak Val, the father of Henry Val, the President and Chief Executive Officer of
MaxPlanet, in connection with MaxPlanet's acquisition of 100% of the outstanding
securities  of  Valentino  Salotti  from Mr.  Isaak Val.  Mr.  Isaak Val was the
principal  shareholder  of  Valentino  Salotti  prior  to  the  acquisition  and
currently serves as the President of Valentino Salotti. Immediately prior to the
acquisition by MaxPlanet, Mr. Isaak Val owned, directly or beneficially, 100% of
the equity and voting  securities  of Valentino  Salotti.  See  "Description  of
Business - Acquisition of Valentino Salotti" on page 3.


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

(a)      Financial  Statements:  The Financial Statements furnished by MaxPlanet
         pursuant  to Item 7 are  included  in this  Annual  Report at pages F-1
         through F-18.

(b)      Exhibits:  See the Exhibit  Index  beginning  on page 50 of this Annual
         Report.

(c)      Reports on Form 8-K: The Registrant  filed a Current Report on Form 8-K
         on April  10,  2000,  regarding  the  resignation  of the  Registrant's
         principal accountant to audit the Registrant's financial statements and
         the appointment of the Registrant's  new principal  accountant to audit
         the Registrant's financial statements.

                                       48

<PAGE>

                          Index to Financial Statements

                                                                           Page
                                                                           ----
Independent Auditors' Report-Ehrenkrantz Sterling & Co. LLC. . . . . . . . .F-2
Consolidated Balance Sheet-March 31, 2000 . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations and Comprehensive Income
 (Loss)-Years Ended March 31, 2000 and 1999 . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Changes in Stockholders' Equity-Two
 Years Ended March 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows-Years Ended March 31, 2000
 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . F-7

                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
MAXPLANET CORP.
Freehold, New Jersey



We have audited the accompanying  consolidated  balance sheet of MAXPLANET CORP.
and  subsidiary  companies  as of March 31,  2000 and the  related  consolidated
statements  of  operations  and   comprehensive   income   (loss),   changes  in
stockholders'  equity,  and cash flows for the years  ended  March 31,  2000 and
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of the Company at March 31, 2000 and
the results of its  operations  and its cash flows for the years ended March 31,
2000 and 1999 in conformity with generally accepted accounting principles.



EHRENKRANTZ STERLING & CO., LLC
______________________________________
Ehrenkrantz Sterling & Co., LLC
September 22, 2000, except
as to Note 15 as to which the date is
October 17, 2000

                                      F-2
<PAGE>


<TABLE>
<CAPTION>

                         FINANCIAL STATEMENTS, CONTINUED
                    MAXPLANET, CORP. AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                                                                        March 31, 2000
                                                                                        --------------
<S>                                                                                   <C>
     ASSETS
Current assets
 Cash                                                                                 $         2,274
 Accounts receivable                                                                            8,093
 Marketable securities                                                                        603,790
 Inventories                                                                                  171,053
 Prepaid expenses and other current assets                                                      8,401
                                                                                      ---------------
 Total current assets                                                                         793,611
 Property and equipment, net                                                                  333,214
 Note receivable                                                                              166,250
 Intangibles, net                                                                             254,350
 Due from related parties                                                                     254,338
 Other assets                                                                                  11,530
                                                                                      ---------------
 Total Assets                                                                        $     1,813,293
                                                                                      ===============
     LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities
         Accounts payable and accrued expenses                                        $       297,635
         Other current liabilities                                                             50,995
         Due related parties                                                                   77,705
         Deferred revenue                                                                     214,000
                                                                                      ---------------
         Total current liabilities                                                            640,335
                                                                                      ---------------
 Minority interest                                                                             10,571
                                                                                      ---------------
 Commitments and contingencies                                                                      -
 Stockholders' equity
         Preferred Stock, $.0001 par value 10,000,000 authorized,
             0 issued and outstanding, $.0001 par value                                             -
         Common stock, $.0001 par value, 50,000,000 authorized,
             14,538,421 shares issued and outstanding                                           1,454
         Additional paid-in-capital                                                         3,330,454
         Accumulated deficit                                                               (2,352,586)
         Accumulated other comprehensive income                                               183,065
                                                                                      ---------------
         Total Stockholders' Equity                                                         1,162,387
 Total Liabilities and Stockholders' Equity                                           ---------------
                                                                                      $     1,813,293
                                                                                      ===============

</TABLE>

                See notes to consolidated financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                    MAXPLANET CORP. AND SUBSIDIARY COMPANIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

                                                                                           Years ended March 31,
                                                                                         2000                  1999
                                                                                         ----                  ----
<S>                                                                                     <C>                    <C>
Revenues
        Products                                                                        $   750,456            $    518,813
        Advertising                                                                          74,030                       -
        Web hosting                                                                          25,000                   2,700
                                                                                        -----------            ------------
                                                                                            849,486                 521,513
                                                                                        -----------            ------------
Operating costs and expenses
        Cost of revenues                                                                  1,427,257                 841,739
        Sales and marketing                                                                 251,960                  63,054
        General and administrative                                                          377,794                 105,280
                                                                                        -----------            ------------
                                                                                          2,057,011               1,010,073
                                                                                        -----------            ------------
Loss from operations                                                                     (1,207,525)               (488,560)
                                                                                        -----------            ------------
Other income (expense)
        Loss on impairment of assets                                                              -                (627,300)
        Gain on sale of marketable securities                                                49,617                 193,598
        Interest and dividend income                                                         30,748                  19,596
        Interest expense                                                                    (14,431)                   (396)
                                                                                        -----------            ------------
                                                                                             65,934                (414,502)
                                                                                        -----------            ------------
Loss before minority interest                                                            (1,141,591)               (903,062)
Minority interest                                                                            (6,723)                 (3,848)
                                                                                        -----------            ------------
Net loss                                                                                 (1,148,314)               (906,910)
                                                                                        -----------            ------------
Other comprehensive income (loss), net of tax
        Unrealized holding gains (losses) arising during the year                           183,065                 (33,832)
        Reclassification adjustment                                                          33,832                       -
                                                                                        -----------            ------------
                                                                                            216,897                 (33,832)
                                                                                        -----------            ------------
Comprehensive income (loss)                                                             $  (931,417)           $   (940,742)
                                                                                        ============           =============
Net loss per share-basic and diluted                                                    $     (0.08)           $      (0.09)
                                                                                        ============           =============
Weighted average shares outstanding basic and diluted                                    14,242,147              10,325,311
                                                                                        ============           =============

</TABLE>

                See notes to consolidated financial statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                      MAXPLANET, CORP. AND SUBSIDIARY COMPANIES
                                    CONSOLIDATED SCHEDULE OF STOCKHOLDERS' EQUITY
                                          TWO YEARS ENDED MARCH 31, 2000

                                                                                                        Net
                                                                                                    Unrealized
                                                                         Additional                 gain (loss)
                                                    Common Stock          Paid-in     Accumulated  on Marketable
                                                shares        amount      Capital      Deficit      Securities      Total
                                                ------        ------      -------      -------      ----------      -----
<S>                                             <C>             <C>      <C>         <C>              <C>       <C>
Balance at March 31, 1998                       5,960,921       $   596  $  297,362  $  (297,362)     $      -  $       596

Issuance of common stock                        7,027,500           703   1,695,602            -             -    1,696,305

Net unrealized loss on marketable securities            -             -           -            -       (33,832)     (33,832)

Net loss                                                -             -           -     (906,910)            -     (906,910)
                                               ----------       -------  ----------  ------------     --------  ------------
Balance at March 31, 1999                      12,988,421         1,299   1,992,964   (1,204,272)      (33,832)     756,159

Issuance of common stock                        1,550,000           155   1,337,490            -             -    1,337,645

Net unrealized gain on marketable securities            -             -           -            -       216,897      216,897

Net loss                                                -             -           -   (1,148,314)            -   (1,148,314)
                                               ----------       -------  ----------  ------------     --------  ------------
Balance at March 31, 2000                      14,538,421       $ 1,454  $3,330,454  $(2,352,586)     $183,065  $ 1,162,387
                                               ==========       =======  ==========  ============     ========  ============
</TABLE>

                  See notes to consolidated financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                             MAXPLANET CORP. AND SUBSIDIARY COMPANIES
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                Years ended March 31,
                                                                                               2000              1999
                                                                                               ----              ----
<S>                                                                                          <C>                 <C>
 Cash flows from operating activities:
    Net loss                                                                                 $ (1,148,314)       $ (906,910)
       Adjustments to reconcile net loss to net cash used in
           operating activities:
           Depreciation                                                                            32,542            13,895
           Amortization                                                                            33,201            15,344
           Gain on sale of marketable securities                                                  (49,617)         (193,598)
           Minority interest                                                                        6,723             3,848
           Allowances on impairment losses                                                         (1,500)          627,300
      Changes in operating assets and liabilities:
           Accounts receivable                                                                      3,209            (8,202)
           Inventory                                                                               19,859          (156,607)
           Prepaid expenses and other current assets                                               19,978           (28,379)
           Accounts payable and accrued expenses                                                  170,867           113,497
           Other current liabilities                                                               (5,963)                -
                                                                                             ------------        -----------
      Net cash used in operating activities                                                      (919,015)         (519,812)
                                                                                             ------------        -----------
 Cash flows from investing activities:
       Purchases of property and equipment                                                        (51,178)          (62,512)
       Note receivable                                                                            (15,000)           48,750
       Acquisition of subsidiary                                                                        -           (50,000)
       Deferred income                                                                            209,536                 -
       Purchases of marketable securities                                                        (842,112)         (183,271)
       Additions to intangible assets                                                                   -           (76,007)
       Proceeds from sales of marketable securities                                               862,874            68,668
       Other assets                                                                                   500            (9,030)
                                                                                             ------------        -----------
       Net cash provided by (used in) investing activities                                        164,620          (263,402)
                                                                                             ------------        -----------
 Cash flows from financing activities:
       Net proceeds from issuance of stock                                                         60,151         1,074,962
       Loans to unrelated parties                                                                       -          (221,300)
       Proceeds from note payable, other                                                                -           800,000
       Proceeds from (payments to) related parties                                               (254,006)              486
                                                                                             ------------        -----------
                 Net cash provided by (used in) financing activities                             (193,855)        1,654,148
                                                                                             ------------        -----------
 Net increase (decrease) in cash                                                                 (948,250)          870,834

 Cash, beginning of year                                                                          950,524            79,690
                                                                                             ------------        -----------
 Cash, end of year                                                                           $      2,274        $  950,524
                                                                                             =============       ===========
</TABLE>

                See notes to consolidated financial statements.

                                      F-6

<PAGE>


                    MAXPLANET CORP. AND SUBSIDIARY COMPANIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           NATURE OF BUSINESS

           MAXPLANET CORP. is an integrated  Internet  development company which
           focuses  on  creating  and  expanding  strategic  alliances  for  its
           comprehensive  network of consumer and business  oriented websites on
           its  Internet  sites.  The  Company  has  offices  in New  Jersey and
           Florida.  MAXPLANET  is a  wholesaler  and  retailer of  contemporary
           leather  furniture  and  utilizes the Internet to showcase its online
           furniture  catalog through its majority owned  subsidiary,  Valentino
           Salotti,  Inc. A wholly owned  subsidiary,  Trident Recovery Systems,
           Inc. offers debt collection services.  Maxim Auction,  Inc., a wholly
           owned   subsidiary,   plans  to  offer  for  sale,   new  and  excess
           merchandise,  closeout and refurbished  products,  to Internet users.
           Mundo Maximo Corp., a wholly owned subsidiary, was formed to create a
           Spanish-language  Internet  portal to provide users with  information
           and interactive content centered on Hispanic events.  Maxplanet Radio
           Corp.,  a wholly  owned  subsidiary,  is an audio and  video  content
           provider that is intended to enable users to listen to music and view
           videos through MAXPLANET'S website. Ultra Web, Inc., a majority-owned
           subsidiary, functions as an Internet yellow-pages directory.

           FINANCIAL STATEMENT PRESENTATION

           The  accompanying   consolidated  financial  statements  include  the
           accounts  of the  Company  and its  wholly  owned and  majority-owned
           subsidiaries.  All material  intercompany  accounts and  transactions
           have been eliminated.

           USE OF ESTIMATES

           The preparation of financial  statements in conformity with generally
           accepted accounting  principles requires management to make estimates
           and  assumptions  that affect the amounts  reported in the  financial
           statements and accompanying  notes.  Actual results could differ from
           those estimates.

           REVENUE RECOGNITION AND FINANCIAL STATEMENTS

           Net  sales are  recognized  at the time  merchandise  is  shipped  to
           customers.

           Advertising  sales on banner  contracts and  interfaces  and links to
           other  websites are  recognized  ratably over the period in which the
           advertisement and/or link is displayed,  provided that no significant
           obligations  remain at the end of the  period and  collection  of the
           resulting receivable is probable.

           In December 1999, the  Securities  and Exchange  Commissions  ("SEC")
           issued  SEC Staff  Accounting  Bulletin  ("SAB")  No.  101,  "Revenue
           Recognition in Financial  Statements." SAB 101 summarized  certain of
           the SEC's views in applying generally accepted accounting  principles
           to  revenue  recognition  in  financial  statements.  SAB 101 will be
           effective  for the Company in the first  quarter of fiscal year 2001.
           The Company is reviewing  the  requirements  of SAB 101 and currently
           believes that its revenue  recognition  policy is consistent with the
           guidance of SAB 101.

                                      F-7

<PAGE>

Note 1:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           CASH EQUIVALENTS AND MARKETABLE SECURITIES

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

           The    Company    has    classified    marketable    securities    as
           available-for-sale.  Securities classified as available-for-sale  are
           carried  at fair  value  with  material  unrealized  gains and losses
           reported  in  stockholders'  equity.  Realized  gains and  losses and
           declines in value judged to be  other-than-temporary  are recorded in
           other income or expense.  The cost of securities sold is based on the
           specific identification method.

           ADVERTISING COSTS

           The Company expenses all advertising  costs as incurred.  The Company
           incurred  approximately  $32,300 and $1,000 in advertising  costs for
           the years ended March 31, 2000 and 1999, respectively.

           FAIR VALUE OF FINANCIAL INSTRUMENTS

           The Company  considers the recorded costs of its financial assets and
           liabilities,  which consist  primarily of cash and cash  equivalents,
           accounts receivable,  investments, accounts payable and related party
           payables,  to approximate the fair value of the respective assets and
           liabilities.

           INVENTORIES

           Inventories consist of finished goods and are carried at the lower of
           cost or market. Cost is determined on a first-in, first-out basis.

           PROPERTY AND EQUIPMENT

           Property  and  equipment  are  carried  at  cost,  less   accumulated
           depreciation and amortization  computed on a straight-line basis over
           the lesser of the  estimated  useful  lives of the assets  (generally
           three  to  ten  years  for   equipment,   furniture,   and  leasehold
           improvements; and thirty-nine years for buildings) or the lease term.

           GOODWILL AND INTANGIBLE ASSETS

           Domain names are amortized  over their  estimated  useful lives which
           range from three to five years. The accumulated amortization at March
           31, 2000 was $28,389.  Intangible  assets are reviewed for impairment
           whenever events or circumstances  indicate impairment might exist, or
           at least  annually.  Goodwill  represents the excess of cost over the
           fair value of the net assets acquired in acquisitions by the Company,
           and is being  amortized using the  straight-line  method over fifteen
           years.  The Company  assesses the  recoverability  of its assets,  by
           comparing projected undiscounted net cash flows associated with those
           assets against their respective carrying amounts. Impairment, if any,
           is based on the excess of the carrying  amount over the fair value of
           those assets.

           WARRANTY EXPENSE

           The Company  generally  warrants its products  against  defects for a
           period of one to five years.  No provision  for  warranty  expense is
           provided because the amounts are not significant.

                                      F-8

<PAGE>

Note 1:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           DERIVATIVES

           In  June  1998,  the  Financial  Accounting  Standards  Board  issued
           statement of Financial  Accounting Standards No. 133, "Accounting for
           Derivative  Instruments and Hedging  Activities,"  which  establishes
           accounting  and reporting  standards for derivative  instruments  and
           hedging  activities.   It  requires  that  an  entity  recognize  all
           derivatives  as either assets or liabilities in the balance sheet and
           measure those  instruments at fair value.  Management does not expect
           SFAS No. 133 to have a  material  effect on the  Company's  financial
           position or results of  operations.  Implementation  of this standard
           has  recently  been  delayed by the FASB for a 12 month  period.  The
           Company is required to adopt SFAS 133 in fiscal year 2002.  (See Note
           7).

           LONG-LIVED ASSETS

           In accordance  with SFAS No. 121,  "Accounting  for the Impairment of
           Long-Lived  Assets  and for  Long-Lived  Assets to be  Disposed  of,"
           long-lived  assets to be held and used by the Company are reviewed to
           determine whether an event or change in circumstances  indicates that
           the  carrying  amount  of  the  asset  may  not be  recoverable.  For
           long-lived  assets  to be  held  and  used,  the  Company  bases  its
           evaluation on such impairment indicators as the nature of the assets,
           the future economic  benefit of the assets,  any historical or future
           profitability   measurements,   as  well  as  other  external  market
           conditions  or  factors  that  may be  present.  If  such  impairment
           indicators  are present or other factors exist that indicate that the
           carrying  amount  of the asset may not be  recoverable,  the  Company
           determines  whether an impairment has occurred  through the use of an
           undiscounted  cash flows  analysis of assets at the lowest  level for
           which identifiable cash flows exist. If impairment has occurred,  the
           Company  recognizes  a loss for the  difference  between the carrying
           amount and the  estimated  value of the asset.  The fair value of the
           asset is  measured  using  discounted  cash  flow  analysis  or other
           valuation  techniques.  During the year  ended  March 31,  1999,  the
           Company recorded a write-down of long lived assets  associated with a
           30% equity interest in Luxr,  Inc. of $152,800,  100% equity interest
           in Virtual Financial Network.Com, Inc., of approximately $456,000 and
           a loan  receivable from an unrelated  individual of $18,500  totaling
           $627,300.  No  impairment  expense was  recognized  in the year ended
           March 31, 2000.

           CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION

           In March  2000,  FASB  issued  FASB  Interpretation  No. 44 (FIN 44),
           "Accounting for Certain Transactions Involving Stock Compensation--an
           Interpretation   of  APB  Opinion  No.  25."  FIN  44  clarifies  the
           following: the definition of an employee for purposes of applying APB
           opinion No. 25; the criteria for determining whether a plan qualifies
           as a  noncompensatory  plan;  the  accounting  consequence of various
           modifications  to the terms of the previously  fixed stock options or
           awards;  and the  accounting  for an exchange  of stock  compensation
           awards in a business  combination.  FIN 44 is effective July 1, 2000,
           but  certain  conclusions  in  FIN 44  covers  specific  events  that
           occurred  after  either  December  15,  1998  or  January  12,  2000.
           Management  does  not  expect  the  application  of FIN 44 to  have a
           material  impact on the  Company's  financial  position or results of
           operations.

                                   F-9

<PAGE>

Note 1:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           INCOME TAXES

           The Company accounts for income taxes in accordance with Statement of
           Financial  Accounting  Financial  Standards No. 109,  "Accounting for
           Income  Taxes" (SFAS 109).  Under the asset and  liability  method of
           SFAS 109,  deferred tax assets and liabilities are recognized for the
           future tax  consequences  attributable  to  differences  between  the
           financial   statements   carrying  amounts  of  existing  assets  and
           liabilities and their respective tax bases and operating loss and tax
           credit  carryforwards.   Deferred  tax  assets  and  liabilities  are
           measured  using enacted tax rates expected to apply to taxable income
           in the years in which those temporary  differences are expected to be
           recovered  or settled.  Under SFAS 109, the effect of a change in tax
           rates on deferred tax assets and  liabilities is recognized in income
           in the period that includes the enactment date.

           BUSINESS SEGMENTS

           The Company has adopted FASB  Statement  No. 131,  "Disclosure  About
           Segments of an Enterprise and Related Information," which establishes
           standards  for  disclosures  about  products,  geographic  and  major
           customers.  The  Company's  implementation  of this standard does not
           have any effect on its financial statements.

           EARNINGS PER COMMON SHARE

           The Company adopted Statement of Financial  Accounting  Standards No.
           128,  "Earnings  per Share"  (SFAS 128).  Under SFAS 128 earnings per
           common share is computed by dividing net income  (loss)  available to
           common shareholders by the  weighted-average  number of common shares
           outstanding  during the  period.  Diluted  earnings  per share do not
           reflect the  potential  dilution  that could occur if  securities  or
           other  contracts to issue common  shares were  exercised or converted
           into common  shares or resulted in the  issuance of common  shares as
           the  impact  of such  would  be  antidilutive  given  the net  losses
           incurred.

           CONCENTRATION OF CREDIT RISK

           The Company maintains its cash with various  financial  institutions.
           The Company  performs  periodic  evaluations  of the relative  credit
           standing of these institutions.

           COMPREHENSIVE INCOME

           The Company has adopted Statement of Financial  Accounting  Standards
           No.  130,   "Reporting   Comprehensive   Income"  (SFAS  130),  which
           establishes   standards   for  the   reporting   and   disclosure  of
           comprehensive income and its components. SFAS 130 requires unrealized
           gains or losses on the Company's available-for-sale securities, which
           prior to adoption were reported  separately in stockholder's  equity,
           to be included in other comprehensive income.

           Investments  in marketable  securities  classified as "available  for
           sale" are recorded at fair value and unrealized gains and losses,  if
           any,  net of tax,  are reported as  accumulated  other  comprehensive
           income within  stockholders'  equity.  The cost of securities sold is
           based on the specific identification method.

Note 2:  ACQUISITIONS

           On  May  8,  1998,   MAXPLANET  acquired   Valentino  Salotti,   Inc.
           (Valentino),  which was accounted for as a purchase whereby Valentino
           became a wholly-owned subsidiary of MAXPLANET. Valentino sells a line
           of contemporary leather furniture. In connection with the accounting,
           MAXPLANET  issued  500,000  shares of common stock valued at $.13 per
           share.

                                      F-10
<PAGE>

Note 2:  ACQUISITIONS (continued)

           The operations and financial position of Valentino were accounted for
           in the  consolidated  financial  statements of the Company  beginning
           April 1, 1998.  During the period  April 1, 1998 through May 7, 1998,
           Valentino's  operations  were  immaterial.  The excess purchase price
           over the fair  market  value of the assets was  $97,823  and is being
           amortized using the straight-line method over 15 years.

           On  December  15,  1998,   MAXPLANET   acquired   Virtual   Financial
           Network.Com,  Inc.  (Virtual  Financial) which was accounted for as a
           purchase whereby Virtual Financial became a wholly-owned  subsidiary.
           Virtual Financial was subsequently dissolved. Virtual Financial was a
           Florida technology and marketing corporation.  In connection with the
           accounting,  MAXPLANET issued 1,000,000 shares of common stock valued
           at $0.406 per share, plus $50,000 in cash. See note 10.

           On February 11, 1999,  MAXPLANET  acquired Trident Recovery  Systems,
           Inc.  (Trident) which was accounted for as a purchase whereby Trident
           became a  wholly-owned  subsidiary of MAXPLANET.  Trident offers debt
           collection  services.  In connection with the  accounting,  MAXPLANET
           issued 500,000 shares of common stock valued at $.20 per share.

           The operations  and financial  position of Trident were accounted for
           in the  consolidated  financial  statements of the Company  beginning
           April 1, 1998. Prior to this period,  Trident had no operations.  The
           excess  purchase  price over the fair market  value of the assets was
           $99,900 and is being amortized using the straight-line method over 15
           years.

           On February 24, 1999,  MAXPLANET  acquired  Ultra Web, Inc.  (Ultra),
           which  was  accounted  for  as a  purchase  whereby  Ultra  became  a
           majority-owned  subsidiary  of  MAXPLANET.   Ultra  functions  as  an
           Internet yellow-pages  directory.  In connection with the accounting,
           MAXPLANET  issued  100,000  shares of common stock valued at $.20 per
           share for 80% of the equity securities of Ultra Web, Inc.

           There are no  reported  operations  or  financial  position  of Ultra
           accounted  for  in  the  consolidated  financial  statements  of  the
           Company.  The excess purchase price over the fair market value of the
           assets  was  $3,833 and is being  amortized  using the  straight-line
           method over 15 years.

Note 3:  INVESTMENTS IN MARKETABLE SECURITIES

           At March 31, 2000,  investments in marketable  securities  consist of
           the following classifications:


                                                            Market
                                           Cost             Value
                                           ----             -----

           Classified as Available for
           Sale Equity Securities         $   420,725      $   603,790
                                          ===========      ===========


           Proceeds and realized gains of securities classified as available for
           sale totaled $862,874 and $49,617,  respectively,  for the year ended
           March 31, 2000.

                                      F-11

<PAGE>

Note 4:  NOTE RECEIVABLE

           Unsecured demand note receivable of $150,000 plus accrued interest of
           $16,250  results  from the sale of 10% of the  equity  securities  of
           Valentino  Salotti,  Inc. in February 1999 to an unrelated party. The
           purchaser  is  required to pay  interest  only at the rate of 10% per
           annum. The note is not expected to be repaid before April 1, 2001.


Note 5:  PROPERTY AND EQUIPMENT

           At March 31, 2000, property and equipment consists of the following:

              Computer equipment and software               $      104,337
              Building                                             253,961
              Furniture and equipment                               21,353
                                                            --------------
                                                                   379,651
              Less accumulated depreciation                         46,437
                                                            --------------
                                                            $      333,214
                                                            ==============


Note 6:  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

           At March 31, 2000, accrued expenses consist of the following:

              Accounts payable                                      $    64,829
              Accrued consulting fees                                    60,000
              Accrued professional fees                                 157,200
              Other accruals, including payroll taxes withheld           15,606
                                                                    ------------
                                                                    $   297,635
                                                                    ============

Note 7:  DEFERRED REVENUE

           The  Company  sold  certain   marketable   security   calls  expiring
           subsequent  to March  31,  2000.  The  transaction  of  approximately
           $214,000 has been deferred until the calls have expired.

Note 8:  INCOME TAXES

           At March 31,  2000,  the Company has net Federal and State  operating
           loss carryforwards of approximately $2,400,000. The timing and manner
           in which the operating loss carryforwards may be utilized in any year
           will be limited to the Company's ability to generate future earnings.
           Current net  operating  loss  carryforwards  will expire  principally
           between the years 2002 and 2020.  As the  Company  has not  generated
           earnings and no assurance can be made of future earnings, a valuation
           allowance in the amount of the deferred tax assets has been recorded.
           The change in the  valuation  allowance  was  $409,000.  There was no
           current or  deferred  provision  for income  taxes for the year ended
           March 31, 2000.

                                      F-12
<PAGE>

Note 9:  TRANSACTIONS WITH RELATED PARTIES

           Amounts  due from  the  stockholders  of the  Company  or  affiliated
           entities  are  carried  interest-free  and  are  not  expected  to be
           collected within the next year.

           The  president  of  Valentino  Salotti,  Inc.  (See  note  1) is also
           president and a director of MAXPLANET.


Note 10: COMMITMENTS AND CONTINGENCIES

           OPERATING LEASES

           The  Company  and various  subsidiaries  lease an office  facility in
           Freehold, New Jersey under a lease expiring in September 2003, with a
           renewal  option for the facility of one five year  period.  The lease
           provides for the Company to pay certain operating expenditures of the
           facility.  In addition,  a subsidiary leases from its related party a
           warehouse  and showroom  facility in  Brooklyn,  New York on a yearly
           basis.  Certain  operating  expenditures  of  this  facility  are the
           responsibility  of  the  subsidiary.  Through  March  31,  2000,  the
           subsidiary is not paying rent or other facility operations  expenses.
           Rent  expense   totaled   $56,702  and  $32,088  in  2000  and  1999,
           respectively.

           Minimum future commitments under all operating lease arrangements are
           as follows:


                       Years Ending March 31               Amount
                       ---------------------
                         2001                          $    42,132
                         2002                               42,132
                         2003                               42,132
                         2004                               21,066
                                                       -----------
                                                       $   147,462
                                                       ===========

           LITIGATION

           On March 16, 2000, MAXPLANET commenced an action by filing a claim in
           the Superior Court of New Jersey  Monmouth  County,  against  Michael
           Marsowicz  ("Marsowicz"),  the former President of Virtual  Financial
           Network.   The  principal   parties  are  MAXPLANET  and   Marsowicz.
           Marsowicz, as president of Virtual Financial Network, entered into an
           Agreement   with  MAXPLANET  to  develop  web  phone  book  software.
           MAXPLANET   paid   Marsowicz   and  Marsowicz  did  not  perform  his
           obligations under the agreement.  Thereafter,  MAXPLANET negotiated a
           contract to buy 100% of the common stock of Virtual Financial Network
           which  was to  include  a fully  functional  site  and web  phonebook
           technology.  MAXPLANET alleges that Marsowicz breached this agreement
           as  well.  Marsowicz   counter-claimed   against  MAXPLANET  alleging
           damages.  MAXPLANET  has  entered a  default  against  Marsowicz  for
           failure  to  timely  file  an  answer.  Management  anticipates  that
           Marsowicz will vacate the default,  at which time  MAXPLANET  expects
           that it will proceed with discovery.

                                      F-13

<PAGE>

Note 10: COMMITMENTS AND CONTINGENCIES (continued)

           In October 1998, MAXPLANET complied with an order from the Securities
           and Exchanges Commission, which directed a private investigation into
           questions  relating to all offers and sales of securities and trading
           in securities  that may involve  possible  violation of section 17(a)
           and (b) of the  Securities and Exchange Act of 1933 and section 10(b)
           of  the  Securities  and  Exchange  Act  of  1934.  To  the  best  of
           MAXPLANET's  knowledge,  MAXPLANET  continues to be a subject of this
           ongoing investigation by the Commission. An unfavorable resolution of
           this action could have a significant  adverse  effect on  MAXPLANET's
           financial condition,  and the Company may be required to pay monetary
           penalties.

           On January 28, 2000,  New  Jersey-based  Planet  Entertainment  Corp.
           commenced an action  against  MAXPLANET in the Superior  Court of New
           Jersey to enforce an agreement dated July 2, 1999,  whereby MAXPLANET
           was to purchase music masters for use of MAXPLANET  Radio.  MAXPLANET
           terminated  the  agreement  as a  result  of  Planet  Entertainment's
           failure  to  perform  and  provide  a certain  capital  contribution.
           MAXPLANET believes that it will prevail in this cause of action.

           The Company is also  subject to legal  proceedings  and claims  which
           arise in the  ordinary  course of its  business.  In the  opinion  of
           management,  the amount of ultimate  liability  with respect to these
           actions  will not  materially  affect the  financial  position of the
           Company.

           EMPLOYMENT CONTRACTS

           Employment  contracts between the Company and two executive  officers
           through  2008  provide for minimum  annual  salaries of $125,000  and
           $100,000,   respectively,   adjusted  for  incentives  based  on  the
           Company's attainment of specified levels of revenues, pretax profits,
           capital raised and the value of  acquisitions.  In addition,  each of
           the executive  officers  received  employee  stock options of 300,000
           shares  of  common  stock  based  upon  the  waiver  of 50% of  their
           compensation for 2000 and 1999.

           Two  executive  officers have options to purchase  500,000  shares of
           MAXPLANET common shares at $1.50 per share.

           COMMITMENTS

           On March 17, 2000, Mundo Maximo Corp.  entered into an agreement with
           Triumph Global Securities, Ltd. for $95,000, which has been reflected
           in  the  financial  statements,  pursuant  to  which  Triumph  Global
           Securities will provide financial  consulting services and act as the
           Company's  exclusive advisor in connection with the Company's efforts
           to obtain outside investment in the Company from third-party sources.
           In  connection  with the  agreement  Mundo  Maximo will pay Triumph a
           minimum of $505,000.  If the gross proceeds from offerings to outside
           investors exceed certain levels, additional funds are due.

           MAXPLANET,  which owns a 30% equity interest in Luxr,  Inc.,  entered
           into an exclusive  marketing  agreement.  Luxr,  Inc.,  operates as a
           designer,  importer  and  distributor  of fine  jewelry,  watches and
           estate-jewelry, and serves as an online sales outlet for merchandise.
           MAXPLANET  is to  receive  50% of net  revenues  from the  agreement.
           MAXPLANET  has  realized  no  significant  revenue as a result of the
           agreement for the years ended March 31, 2000 and 1999.

           See note 15 for subsequent events.

                                      F-14

<PAGE>

Note 11: SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

           Supplemental cash flow information for the years ended March 31, 2000
           and 1999 is as follows:

                                                    Years Ended March 31
                                                   2000               1999
                                                   ----               ----
               Interest                         $ 14,431             $  396
               Income taxes                          930                 --

           Non cash  transactions  of the  Company for the years ended March 31,
           2000 and 1999 were as follows:

           During  the  year  ended  March  31,   2000,   MAXPLANET   recognized
           advertising revenue of approximately  $70,000 in exchange for 125,000
           shares, valued at $0.06 per share, of an unrelated company's stock.

           On February 17, 1999,  MAXPLANET sold 10% of the equity securities of
           Valentino Salotti Inc. for $200,000. As consideration for the sale of
           securities,   $50,000  was  paid  to  MAXPLANET  at  closing  plus  a
           promissory note, due on demand, for $150,000.

              See note 12 for non-cash capital stock transactions.

              The Company purchased, through broker margin accounts,  marketable
           securities  totaling  $21,995 and  $58,168  during the years 2000 and
           1999 respectively.

              In 1999,  Henry Val, Chief  Executive  Officer and Chairman of the
           Board of  MAXPLANET,  contributed  inventory to the Company  totaling
           $25,055.

Note 12: CAPITAL STOCK TRANSACTIONS

           On October 19, 1999,  MAXPLANET issued 500,000 shares of common stock
           valued at $.50 per share to AJ Capital  Ltd.,  Inc. in exchange for a
           building located in Miami, Florida.

           During June 1999,  MAXPLANET  rescinded 60,000 shares of common stock
           at par value ($.0001) to a former employee.

           On April 30, 1999,  MAXPLANET  issued  10,000  shares of common stock
           valued at $6.00 per share to an accredited investor.

           On April 13, 1999,  MAXPLANET issued 1,000,000 shares of common stock
           valued at $.80 per share in exchange for a $800,000  note payable due
           AJ Capital Ltd., Inc.

           On April 12, 1999,  MAXPLANET  issued  100,000 shares of common stock
           valued at $.875  per share to Reich  Brothers,  Inc.,  a  corporation
           wholly-owned  by Israel  Goldreich,  Vice President and a director of
           MAXPLANET, in connection with the Company's acquisition of a company.

           On February 24, 1999, MAXPLANET issued 100,000 shares of common stock
           valued at $.20 per share to the sole  shareholder  of Ultra Web, Inc.
           in  connection  with the Company's  acquisition  of 80% of the equity
           securities of Ultra Web, Inc.

                                      F-15
<PAGE>

Note 12: CAPITAL STOCK TRANSACTIONS (continued)

           On February 11, 1999, MAXPLANET issued 500,000 shares of common stock
           valued at $.20 per share to the sole  shareholder of Trident Recovery
           Systems, Inc., in connection with MAXPLANET's purchase of 100% of the
           equity securities of Trident.

           On January 8, 1999 and October 28, 1998, MAXPLANET issued and sold an
           aggregate  of  1,852,500  shares of common  stock  valued at $.40 per
           share for $741,000 to a group of four accredited investors.

           On December 15, 1998,  MaxPlanet  issued  1,000,000  shares of common
           stock valued at $0.406 per share to shareholders of Virtual Financial
           Network.Com, Inc., in connection with MaxPlanet's purchase of 100% of
           the equity securities of Virtual Financial.

           On June 16,1998,  MAXPLANET  issued 25,000 shares of MAXPLANET common
           stock valued at $.25 per share to Reich Brothers, Inc., a corporation
           wholly-owned  by Israel  Goldreich,  vice president and a director of
           MAXPLANET, in connection with the Company's acquisition of the domain
           names,  business  plan and  content of  OneClass.com  and  1Class.com
           online shopping networks.

           On May 8,  1998,  MAXPLANET  issued  500,000  shares of common  stock
           valued at $.13 per share to Isaak Val,  the father of Henry Val,  the
           president and a director of MAXPLANET, in connection with MAXPLANET's
           acquisition  of  100%  of the  outstanding  securities  of  Valentino
           Salotti, Inc.

           On May 5, 6 and 12th,  1998,  MAXPLANET  issued a total of  3,050,000
           shares of common  stock  valued at $.06 per share for  $183,000  to a
           group of accredited investors.

Note 13: STOCK PLAN

           The Company has a  Nonqualified  Stock Option Plan that  provides for
           the granting of options to purchase shares of common stock to certain
           officers  of the  Company.  Exercise  and  vesting  terms for options
           granted  under  this plan are  determined  at each  grant  date.  All
           options  when  granted  will be granted at not less than fair  market
           value at dates of grant.  At the end of 2000,  800,000  options  were
           available  for  grant  under  the  plan.  As of  March  31,  2000 the
           following  options  were  granted  under  this  plan.

           SFAS No. 123  "Accounting  for  Stock-Based  Compensation"  (SFAS No.
           123")  encourages (but does not require)  compensation  expense to be
           measured  based on fair value of the equity  instrument  awarded.  In
           accordance with APB No. 25 "Accounting for Stock Issued to Employees"
           no  compensation   cost  has  been  recognized  in  the  Consolidated
           Statements  of  operations  for the  Company's  stock option plan. If
           compensation  cost  for the  Company's  stock  option  plan  had been
           determined  in  accordance  with the fair value method  prescribed by
           SFAS No. 123, the Company's net loss would have been  $1,148,314  and
           $906,910  for 2000 and 1999  respectively.  Loss per share would have
           been $0.08 and $0.09 for 2000 and 1999, respectively.

                                      F-16
<PAGE>

Note 13: STOCK PLAN (continued)

<TABLE>
<CAPTION>

                                                            Weighted Average
                                                      Shares             Exercise Price
                                                      ------             --------------
        <S>                                          <C>                    <C>
        Outstanding, beginning of year             1,300,000                $    1.62

        Granted                                      300,000                $    2.00

        Outstanding, end of year                   1,600,000                $    1.69

        Options exercisable at year-end            1,600,000                $    1.69

        Weighted-average fair value of
          options granted during the year                                   $    2.00

</TABLE>

              The  Black-Scholes   option  pricing  model,  in  the  opinion  of
              management,  the  existing  models  do not  necessarily  provide a
              reliable  single  measure of the fair value of the options,  since
              the  options  price is in excess of the fair  market  value of the
              stock.

Note 14: SEGMENT INFORMATION

           The Company adopted Statement Financial  Accounting Standard No. 131,
           "Disclosures about Segments of an Enterprise and Related  Information
           (SFAS 131)," in 1999.

           The  accounting  policies and a detail of operations of the operating
           segments  are  the  same  as  those   described  in  the  summary  of
           significant accounting policies.  There are no material inter-segment
           sales or transfers. All revenues are generated within the United

           States  and  all  revenue   producing  assets  are  located  therein.
           Management  evaluates  a segment's  performance  based upon profit or
           loss from operations before income taxes.

                                      F-17
<PAGE>


Note 14: SEGMENT INFORMATION (Continued)

<TABLE>
<CAPTION>

                                                              Years ended March 31,
                                                            2000                  1999
                                                            ----                  ----
<S>                                                       <C>                      <C>
Sales
   Internet website hosting and advertising               $    100,894             $    4,750
   Furniture products                                          748,592                516,763
                                                          ------------             ----------
      Total sales                                         $    849,486             $  521,513
                                                          ============             ==========
Operating loss
   Internet website hosting and advertising               $ (1,274,759)            $ (527,042)
   Furniture products                                           67,234                 38,482
                                                          ------------             ----------
                                                            (1,207,525)              (488,560)
Corporate other income (expenses)                               59,211               (418,350)
                                                          ------------             ----------
Loss before income taxes                                  $ (1,148,314)            $ (906,910)
                                                          ============             ==========
Assets
   Internet website hosting and advertising               $  1,630,410             $1,657,949
   Furniture products                                          182,883                178,036
                                                          ------------             ----------
      Total assets                                        $  1,813,293             $1,835,985
                                                          ============             ==========
Capital expenditures
   Internet website hosting and advertising               $     51,178             $   62,512
   Furniture products                                               --                     --
                                                          ------------             ----------
      Total capital expenditures                          $     51,178             $   62,512
                                                          ============             ==========
Depreciation and amortization expense
   Internet website hosting and advertising               $     65,743             $   29,239
   Furniture products                                               --                     --
                                                          ------------             ----------
      Total depreciation and amortization expense         $     65,743             $   29,239
                                                          ============             ==========

</TABLE>


Note 15: SUBSEQUENT EVENTS

           In September  2000,  the MAXPLANET  entered into an agreement to sell
           certain  domain  names to NPS  International  Corporation  ("NPS") an
           entity where  MAXPLANET'S Chief Executive Officer and Chairman of the
           Board is the President of NPS and of which Israel Goldreich, the Vice
           President  and a director of the  MAXPLANET is a director of NPS, for
           3,500,000  shares  of  common  stock to be  valued  at  approximately
           $123,000.

           On October 17, 2000, the MAXPLANET entered into an agreement with NPS
           International Corporation whereby NPS will lease its corporate office
           from  MAXPLANET  and  use  the  services  of   MAXPLANET's   Internet
           development  and  production  facility in Miami,  Florida to generate
           users and  customers  to products  and  services  offered by NPS. The
           agreement  will  provide the  MAXPLANET  revenues of $5,000 per month
           until September 2001, renewing  automatically for successive one year
           terms until written notice of  termination is received.  In addition,
           among other items in the  Agreement,  NPS agreed to evaluate  and pay
           MAXPLANET  a minimum  quarterly  fee of 100,000  shares of NPS common
           stock for supporting NPS's growth plan.

                                      F-18
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf by the  undersigned,  thereunto  duly  authorized,  this 17th day of
November, 2000.


                                        MAXPLANET CORP.


     HENRY VAL                                ISRAEL GOLDREICH
By:__________________________           By:______________________________
     Henry Val                                Israel Goldreich
     Chief Executive Officer                  Chief Financial Officer and
                                              Principal Accounting Officer



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


                                                Title              Date
                                                -----              ----

                                              Directors      November 17, 2000
Henry Val
Isaak Val
Israel Goldreich



     HENRY VAL
By:
     -----------------------------------
     Henry Val, as attorney-in-fact

                                       49

<PAGE>

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

      Exhibit Number                                             Exhibit
      --------------                                             -------

<S>             <C>         <C>

2.1                         Agreement  of Merger,  dated June 18,  1997,  by and
                            between the  Registrant  and Maxnet,  Inc.,  merging
                            Maxnet,  Inc.  with  and  into  the  Registrant  and
                            changing the name of the Registrant to Maxnet, Inc.,
                            effective as of July 8, 1997.

3.(I)           1           Certificate  of  Incorporation  of Registrant  filed
                            with the State of Delaware on October 26, 1982.

                2           Certificate   of   Amendment   of   Certificate   of
                            Incorporation  of Registrant filed with the State of
                            Delaware on October 14, 1994.

                3           Certificate For Renewal and Revival of Charter filed
                            with the State of Delaware on May 20, 1994.

                4           Certificate  For  Renewal  and Revival of Charter of
                            Registrant filed with the State of Delaware on April
                            23, 1996.

                5           Certificate   of   Amendment   of   Certificate   of
                            Incorporation  of Registrant filed with the State of
                            Delaware on June 19, 1997.

                6           Certificate  For  Renewal  and Revival of Charter of
                            Registrant  filed with the State of  Delaware on May
                            18, 1999.

                7           Certificate   of   Amendment   of   Certificate   of
                            Incorporation  of Registrant filed with the State of
                            Delaware on July 27, 1999.

3.(II)          1           Amended Bylaws of the Registrant.

10.1                        Purchase Agreement by and between the Registrant and
                            Valentino Salotti dated May 8, 1998.

10.2                        Promissory  Note,  dated  November 12, 1998,  in the
                            principal   amount   of   $140,000   issued  to  the
                            Registrant by Luxr, Inc.

10.3                        Purchase Agreement by and between the Registrant and
                            Intrasoft, Ltd., dated June 4, 1998.

10.4                        Purchase Agreement by and between the Registrant and
                            VFN.Com, Inc., dated December 15, 1998.

10.5                        Employment  Agreement by and between the  Registrant
                            and Henry Val, dated as of January 1, 1999.

10.6                        Employment  Agreement by and between the  Registrant
                            and Israel Goldreich, dated as of January 1, 1999.

                                       50

<PAGE>

10.7                        Purchase Agreement by and between the Registrant and
                            Trident  Recovery  Systems,  Inc., dated February 9,
                            1999.

10.8                        Agreement by and between Valentino Salotti, Inc. and
                            A & J Capital, Inc., dated February 16, 1999.

10.9                        Purchase Agreement by and between the Registrant and
                            Michele Erard-Coupe, dated as of February 24, 1999.

10.10                       Agreement  by and between the  Registrant  and Luxr,
                            Inc. to Convert  Promissory  Note to Stock  Purchase
                            and for Internet  Content  Service,  dated April 27,
                            1999.

10.11                       Asset  Purchase  Agreement  by and  among  MaxPlanet
                            Corp. and NPS International Corporation, dated as of
                            October 17, 2000.

10.12                       Agreement by and between Triumph Global  Securities,
                            Ltd. and Mundo Maximo Corp., dated March 17, 2000.

16.1                *       Letter from Robert  Rescigno,  CPA to the Securities
                            and  Exchange   Commission,   dated  April  7,  2000
                            (Incorporated  by reference from Exhibit 16.1 to the
                            Current  Report on Form 8-K filed by the  Registrant
                            with the Securities and Exchange Commission on April
                            10, 2000 (SEC File No. 000-28201)).

21.1                        Subsidiaries of the Registrant.

23.1                        Consent of Independent Auditors.

24.1                        Power of Attorney.

27                          Financial  Data  Schedule  for the fiscal year ended
                            March 31,  2000,  submitted  to the  Securities  and
                            Exchange Commission in electronic format.

</TABLE>

---------------
   *   Incorporated by reference.

                                       51