U.S. Securities and Exchange Commission
                         Washington, D.C. 20549
                         ----------------------

                              Form 10-KSB-A1


(Mark One)

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the year ended December 31, 2000.
                                                 -----------------

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from ______ to ______.

                        Commission file number 0-23905

                              thatlook.com, Inc.
                              ------------------
             (Exact Name of Small Business Issuer in its Charter)

                 Nevada                            87-0447497
                 ------                            ------------
        (State or other juris-                     IRS Employer
         diction of incorporation)                   I.D. No.)


                       5003 Rt. 611 Stroudsburg, PA 18360
                     (Address of Principal Executive Offices)

                                570-420-0318
                        Registrant's Telephone Number

Securities Registered under Section 12(b) of the Exchange Act: None

Securities Registered under Section 12(g) of the Exchange Act:$.001 par value
common voting stock

Indicate by check mark whether the Registrant (1) has filed all reports
required to be file 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.

(1) Yes  X   No                  (2)  Yes  X  NO
        ---     ---                       ---    ---

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

This Annual Report on Form 10-KSB-A1 is filed for the sole purpose of amending
footnote disclosure 3(f) to reflect that the Company did implement the
provisions of Staff Accounting Bulletin (SAB) No. 101 during 2000 and that
such implementation had no impact on our financial statements.

State Registrant's revenues for its most recent fiscal year: December 31, 2000
                                                             $3,116,900
For the Exhibit Index see Item 13 of this Report

State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.

March 23, 2001 - $1,365,000.  There were approximately 10,500,000 shares of
common voting stock of the Registrant held by non-affiliates.  The closing bid
price as of March 23, 2001 was $0.13 per share of common stock, and the shares
were valued at that amount.

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PRECEDING FIVE YEARS
                             Not Applicable
                   APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the Registrant's classes of
common equity, as of the latest practicable date:

                                March 30, 2001
                                  26,772,299

DOCUMENTS INCORPORATED HEREIN BY REFERENCE
------------------------------------------
A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.

Transitional Small Business Issuer Format   Yes          NO  X
<PAGE>                                               -----        -----
                           thatlook.com, Inc.

                          INDEX TO FORM 10-KSB*

ITEM
 NO.
-----------------------------------------------------------------------
                                 PART I
 1. Business
 2. Properties
 3. Legal Proceedings
 4. Submission of Matters to a Vote of Security Holders

                                 PART II

 5. Market for Registrant's Common Equity and Related Stockholder
      Matters
 6. Management's Discussion and Analysis or Plan of Operation
 7. Financial Statements

         Management's Responsibility for Financial Reporting

         Independent Auditors' Report

         Financial Statements:

           Consolidated Balance Sheet at December 31, 2000

           Consolidated Statements of Operations for year ending
           December 31, 2000 and December 31, 1999

           Consolidated Statements of Stockholders' Deficiency for
           year ending December 31, 2000 and December 31, 1999

           Consolidated Statements of Cash Flows for year ending
           December 31, 2000 and December 31, 1999

         Notes to Financial Statements

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

                                 PART III

 9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act.
10. Executive Compensation
11. Security Ownership of Certain Beneficial Owners and Management
12. Certain Relationships and Related Transactions

                                 PART IV

13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

                               SIGNATURES

     * With the exception of Part II, Item 7 and the signatures, each of the
above items was filed on April 2, 2001, as part of the Company's Annual Report
on Form 10-KSB for the calendar year ended December 31, 2000, and is
incorporated herein by this reference.

<PAGE>

                                   PART II

Item 7. Financial Statements
----------------------------
                              thatlook.com, Inc.
                               and Subsidiaries
                              ------------------

                                 -CONTENTS-


                                                                  Page (s)
                                                                  --------

         Management's Responsibility for Financial Reporting          F-1.

         Independent Auditors' Report                                 F-2.

         Financial Statements:

           Consolidated Balance Sheet                                 F-3.-4.

           Consolidated Statements of Operations                      F-5.

           Consolidated Statements of Stockholders' Deficiency        F-6.

           Consolidated Statements of Cash Flows                      F-7.-8.

         Notes to Financial Statements                                F-9.-32.

<PAGE>

Management's Responsibility for Financial Reporting
--------------------------------------------------

The Company's management is responsible for the preparation of the
Consolidated Financial Statements in accordance with generally accepted
accounting principles and for the integrity of all the financial data included
in this Form 10-KSB.  In preparing the Consolidated Financial Statements,
management makes informed judgments and estimates of the expected effects of
events and transactions that are currently being reported.

Management maintains a system of internal accounting controls that is designed
to provide reasonable assurance that assets are safeguarded and that
transactions are executed and recorded in accordance with management's
policies for conducting its business.  This system includes policies which
require adherence to ethical business standards and compliance with all laws
to which the Company is subject.  The internal controls process is
continuously monitored by direct management review.

The Board of Directors, through its Audit Committee, is responsible for
determining that management fulfills its responsibility with respect to the
Company's Consolidated Financial Statements and this system of internal
accounting controls.

The Audit Committee, comprised solely of directors who are not officers or
employees of the Company, meets quarterly with representatives of management
and the Company's independent accountants to review and monitor the financial,
accounting, and auditing procedures of the Company in addition to reviewing
the Company's financial reports.  The Company's independent accountants have
full access to the Audit Committee.

/s/ Gerard A. Powell                               /s/ Marvin P. Metzger
--------------------                               ---------------------
Gerard A. Powell                                   Marvin P. Metzger
Chief Executive Officer                            Chief Financial Officer

                                                             Page F-1.
<PAGE>


                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------


Board of Directors
thatlook.com, Inc. and Subsidiaries
East Stroudsburg, Pennsylvania

We have audited the accompanying consolidated balance sheet of thatlook.com,
Inc. as of December 31, 2000, and the related consolidated statements of
operations, stockholders' deficit, and cash flows for the two years then
ended.  Our audits also included the financial statement schedule listed in
Part IV Item 13.  These consolidated financial statements and schedule are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of thatlook.com, Inc. as of December 31, 2000, and the consolidated results of
its operations and its cash flows for the two years then ended in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.

As discussed in Note 2 to the financial statements, certain conditions
indicate that the Company may be unable to continue as a going concern.
Management plans in regard to these matters are also described in Note 2.  The
accompanying financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.


                                                /s/ LAZAR LEVINE & FELIX LLP

                                                LAZAR LEVINE & FELIX LLP

New York, New York
February 2, 2001



                                                                Page F-2.
<PAGE>
<TABLE>



                 thatlook.com, Inc. and Subsidiaries
                 -----------------------------------
                     Consolidated Balance Sheets
                     ---------------------------
                                                       Page 1 of 2
<CAPTION>


                                                        December 31,
                                                            2000
                                                         ---------
                               -ASSETS-
<S>                                                    <C>
CURRENT ASSETS

Cash                                                    $  17,684
Accounts receivable - finance company                      85,569
Accounts receivable, net of allowance of $76,450           44,216
Notes receivable, net of allowance of $49,661             271,288
Interest receivable                                         5,609
Loan receivable, shareholder                               14,000
Prepaid advertising                                       184,537
Prepaid expenses and other current assets                 362,697
Deferred debt issuance costs                               52,015
                                                       -----------
Total Current Assets                                    1,037,615

Fixed assets - net                                        516,524
Notes receivable, net of allowance of $42,303             240,257
                                                       -----------
Total Assets                                           $1,794,396
                                                       ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                                                Page F-3.
<PAGE>
<TABLE>


                thatlook.com, Inc. and Subsidiaries
                -----------------------------------
                    Consolidated Balance Sheets                    Page 2 of 2
                    ---------------------------
                                                        December 31,
                                                            2000
                                                        -----------
<CAPTION>
              - LIABILITIES AND STOCKHOLDERS' EQUITY -
<S>                                                    <C>
CURRENT LIABILITIES:
Line-of-credit payable                                 $  507,082
Current Portion of:
  Notes payable                                           215,025
  Capital lease obligations                                24,765
  Notes payable - shareholders                            257,500
Accounts payable                                          711,443
Accrued expenses                                          402,063
Payroll and payroll taxes payable                          26,997
Other current liabilities                                  70,135
                                                       -----------
Total Current Liabilities                               2,215,010

Convertible subordinated debentures                     1,861,138
Notes payable                                              70,767
Capital lease obligations                                  14,663
Notes payable - shareholders                              542,500
                                                       -----------
Total Liabilities                                       4,704,078
                                                       -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value,
  30,000,000 shares authorized,
  no shares issued or outstanding                           -
Common stock, $.001 par value, 50,000,000
  shares authorized, and 26,786,664 shares issued
  and outstanding                                          26,787
 Additional paid-in-capital                             8,525,550
 Accumulated deficit                                  (11,462,019)
                                                       -----------
 Total Stockholders' Equity (deficit)                  (2,909,682)
                                                       -----------
 Total Liabilities and Stockholders' Equity             $1,794,396
                                                       ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                                             Page F-4.
<PAGE>
<TABLE>

                    thatlook.com, Inc. and Subsidiaries
                    -----------------------------------
                   Consolidated Statements of Operations
                   -------------------------------------
              For The Years Ended December 31, 2000 and 1999
              ----------------------------------------------
<CAPTION>
                                                  2000         1999
                                                  ----         ----
<S>                                          <C>          <C>
REVENUE:
  Marketing fees                              $ 2,259,467  $ 2,934,307
  Gain on sale of notes receivable                759,842    1,110,978
  Other                                            97,591      266,296
                                              -----------  -----------
TOTAL REVENUE                                   3,116,900    4,311,581
                                              -----------  -----------
SALES AND MARKETING EXPENSES:
  Media, advertising and promotion              2,157,059    1,539,911
  Payroll and payroll taxes                       776,786      991,248
  Telephone                                        92,771      201,418
  Credit reporting services                       112,845      125,742
  Other                                            61,188      118,298
                                              -----------  -----------
TOTAL SALES AND MARKETING EXPENSES              3,200,649    2,976,617
                                              -----------  -----------
GENERAL AND ADMINISTRATIVE EXPENSES:
 Rent and utilities                               109,148      121,966
 Payroll and payroll taxes                        845,237    1,040,299
 Professional and consulting                      880,225      600,968
 Other                                            634,256      606,308
                                              -----------  -----------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES       2,468,866    2,369,541
                                              -----------  -----------
OTHER EXPENSES:
 Interest expense                                 323,451    1,561,386
 Interest income                                 (125,033)  (1,100,817)
 Write-off of prepaid advertising               1,302,966        -
 Write-off of deferred investment banking fees    752,400        -
 Bad debts                                        428,136      286,322
                                              -----------  -----------
TOTAL OTHER EXPENSES                            2,681,920      746,891
                                              -----------  -----------
TOTAL EXPENSES                                  8,351,435    6,093,049
                                              -----------  -----------
NET LOSS                                      $(5,234,535) $(1,781,468)
                                              ============ ===========
BASIC LOSS PER SHARE                          $     (0.23) $     (0.13)
                                              ============ ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING                                   23,044,899   13,445,360
                                              ============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                                              Page F-5.
<PAGE>
<TABLE>
<CAPTION>
                    thatlook.com, Inc. and Subsidiaries
                    -----------------------------------
              Consolidated Statements Of Stockholders' Deficit
              -----------------------------------------------
               For The Years Ended December 31, 2000 and 1999
               ----------------------------------------------
                   Common Stock (1)
                 ----------------------
                                Par      Paid-in    Accumulated
                   Shares      Value     Capital      Deficit       Total
                 ----------   -------   ---------  ------------  -----------
<S>             <C>          <C>       <C>         <C>          <C>
Balance at
Dec. 31, 1998    11,009,846   $11,010    $290,002  $(4,446,016)   $(4,145,004)
 Issuance of
  common stock
  for cash        2,086,154     2,087   1,013,913         -         1,016,000
 Recapitalization
  costs               -           -      (153,297)        -          (153,297)
 Conversions of
  debt for
  common stock    1,584,874     1,584   2,823,858         -         2,825,442
 Subscription
  receivable(2)   1,200,000     1,200     283,800         -           285,000
 Net loss            -            -          -       (1,781,468)   (1,781,468)
                 ----------   -------  ----------   -----------   -----------
Balance at
Dec. 31, 1999    15,880,874    15,881   4,258,276    (6,227,484)   (1,953,327)
 Issuance of
  common stock
  for cash          987,456       987     401,513         -           402,500
 Issuance of
  common stock
  for payment of
  services        8,915,485     8,916   3,634,976         -         3,643,892
 Issuance of
  common stock
  to replace common
  stock options     985,300       985     123,163         -           124,148
 Issuance of
  warrants and
  stock options                            81,316                      81,316
 Conversions of
  debt for
  common stock       17,549        18      26,306         -            26,324
 Net loss            -            -          -       (5,234,535)   (5,234,535)
                 ----------   -------  ----------  ------------   -----------
Balance at
Dec. 31, 2000    26,786,664   $26,787  $8,525,550  $(11,462,019)  $(2,909,682)
                 ==========   =======  ==========  =============  ===========

(1) - Reflects retroactive restatement for periods presented prior to
      the April 29, 1999 recapitalization (See Note 1).
(2) - Net of issuance costs of $15,000.
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                                                     Page F-6.
<PAGE>
<TABLE>
<CAPTION>
                      thatlook.com, Inc. and Subsidiaries        Page 1 of 2
                      -----------------------------------
                     Consolidated Statements of Cash Flows
                     -------------------------------------
                For The Years Ended December 31, 2000 and 1999
                ----------------------------------------------
                                                      2000           1999
                                                      ----           ----
<S>                                              <C>            <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                        $(5,234,535)   $(1,781,468)
 Adjustments to reconcile net loss to net
 cash (used) in operating activities:
  Depreciation                                       163,288        100,284
  Loss on sale of fixed assets                          -               512
  Bad debts                                          428,136        286,322
  Write-off of deferred investment banking fees      737,700           -
  Write-off of prepaid advertising                 1,302,966           -
  Issuance of common stock for payment
   of services and accrued interest                1,428,553           -
  Issuance of stock options                           29,303           -
 Changes in assets and liabilities:
  (Increase)Decrease in accounts and
   interest receivable                               (13,977)        98,735
  Decrease(Increase) in other assets                  93,336       (105,535)
  Increase in accounts payable                        23,300        205,392
  Increase (Decrease)in accrued expenses             116,590         (5,715)
  (Decrease)in payroll and payroll taxes             (18,603)       (77,327)
  (Decrease) Increase in other liabilities          (196,082)       185,119
                                                  ----------    -----------
Net cash (used in) operating activities           (1,140,025)    (1,093,681)
                                                  ----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Notes receivable purchased                       (4,322,586)    (7,300,213)
 Notes receivable sold                             4,204,192      6,831,077
 Proceeds from collection of notes receivable        323,725      2,376,090
 Proceeds from sale of fixed assets                     -               650
 Acquisition of fixed assets                        (290,479)       (58,396)
                                                  ----------    -----------

   Net cash (used in) provided by investing
   activities                                        (85,148)     1,849,208
                                                  ----------    -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                                                   Page F-7.
<PAGE>
<TABLE>
<CAPTION>
                     thatlook.com, Inc. and Subsidiaries          Page 2 of 2
                     -----------------------------------
                    Consolidated Statements of Cash Flows
                    -------------------------------------
              For The Years Ended December 31, 2000 and 1999
              ----------------------------------------------

                                                        2000         1999
                                                        ----         ----
<S>                                               <C>          <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net repayments on lines-of-credit payable         $(378,285)   $(2,108,788)
 Borrowings from shareholders                        800,000        228,947
 Borrowings of other debt                            181,659         45,000
 Repayments of notes payable                        (126,488)       (75,555)
 Issuance of common stock and receipt of
  subscription receivable                            702,500      1,016,000
                                                  ----------    -----------
   Net cash provided by(used in) financing
   activities                                      1,179,386       (894,396)
                                                  ----------    -----------
NET(DECREASE)IN CASH AND CASH EQUIVALENTS            (45,787)      (138,869)
 Cash and cash equivalents, beginning of year         63,471        202,340
                                                  ----------    -----------
CASH AND CASH EQUIVALENTS, END OF YEAR            $   17,684    $    63,471
                                                  ==========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the year for:
  Interest                                        $  239,824     $1,572,643
                                                  ==========     ==========
  Taxes                                           $    -         $    -
                                                  ==========     ==========

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITY:
 Acquisition of equipment under capital lease     $   18,826     $    -
                                                  ==========     ==========

 Common Stock issued for other assets             $  365,750     $    -
                                                  ==========     ==========
 Conversion of Note Payable to Common Stock       $   25,000     $    -
                                                  ==========     ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                                                 Page F-8.
<PAGE>

                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  1  -  DESCRIPTION OF BUSINESS:

thatlook.com, Inc., through one of its subsidiaries, is in the business of
direct-response marketing service, serving a network of doctors that
specialize in performing elective, medical procedures.  thatlook.com uses a
combined, multi-media approach, including the Internet, television, radio,
print, and direct mail.  The Company's marketing efforts generate patients who
seek elective cosmetic surgery and orthodontic procedures.  After it
pre-screens patients interested in these elective medical procedures for
creditworthiness, the Company refers the patients generated from its marketing
programs to participating doctors who pay a monthly marketing fee.
thatlook.com, Inc., through another one of its subsidiaries, Elective
Investments, Inc., purchases patient notes receivable from doctors, primarily
for immediate resale.

On April 29, 1999, thatlook.com (TLC,formerly known as Cooperative Images,
Inc., a New Jersey corporation) completed a reverse merger with a public
entity, whereby a 100% interest in thatlook.com, Inc was acquired by First
Target Acquisition, Inc.(FTA, a Nevada corporation), in exchange for 9,999,999
"restricted" shares of TLC.  TLC became a wholly-owned subsidiary of FTA.  TLC
was deemed to be the accounting acquirer.  The financial statements were
retroactively restated for TLC, and Elective Investments, Inc, (a Pennsylvania
corporation) its wholly-owned subsidiary, for all periods presented.  The
reverse merger was accounted for as a recapitalization.  Prior to the reverse
merger FTA had been dormant and operationally inactive for many years.
Following the reverse merger, FTA, TLC's parent company, changed its name to
thatlook.com, Inc.(the "Company") on July 23, 1999, to reflect the name of the
principal operating business.

NOTE  2  -  GOING CONCERN UNCERTAINTY:

The accompanying consolidated financial statements have been prepared on a
going concern basis which contemplates the realization of assets and
liquidation of liabilities in the ordinary course of business.  During the
year ended December 31, 2000 the Company  incurred significant losses, which
increased the accumulated deficit.  Similarly, the Company had a working
capital deficiency at December 31, 2000 of $1,177,395.  In addition, the
Company was not in compliance with certain of the restrictive covenants in its
line-of-credit agreement with a bank, was in default on five of its notes
payable, and is party to several litigation matters.  The bank holding the
line-of-credit, while not issuing a waiver for the non-compliance, has also
not called the loan.  The consolidated financial statements do not include any
adjustments that may be necessary if the Company is unable to continue as a
going concern.





                                                                 Page F-9.
<PAGE>

                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------


NOTE  2  -  GOING CONCERN UNCERTAINTY (Continued):

The Company raised $402,500 during 2000 from the sale of common stock and
$800,000 and $600,000 during 2000 and through March 2001, respectively, from
the sale of notes payable to shareholders.  However, there is no guarantee
that the Company will be able to raise additional funds to meet its
operational needs.  In addition, management has not been successful raising
additional capital with the assistance of investment bankers (See Note 13).
Should certain negative events occur, such as the loss of finance partners for
loan purchases, accelerated payment terms for loan covenant violations, or
unfavorable settlement of lawsuits, existing capital constraints may limit the
ability of the Company to pay its obligations timely to vendors and lenders
and lead to possible loss of services or funding.

In the Fall of 1999 and continuing into 2000, management significantly reduced
operating expenses, staff size and interest costs.  However, these savings
were offset by lower marketing revenue and less gains on sales of notes
receivable, primarily as a result of a failed media venture capital
agreement(See Note 4).  Management continues to try to mitigate these negative
conditions.  First, management canceled the media venture capital agreement
and reverted back to placing its own media.  Second, management continues to
change its business model in various ways to provide patients to medical
practitioners more cost effectively.  For example, the Company started an
orthodontics program in December 2000 and may add LASIK eye surgery to its
list of marketing services, to reduce per patient marketing costs and to
offset overhead costs.  Third, management restructured the terms for a
principal shareholder's convertible and demand notes payable, converted other
notes payable to equity, and canceled warrant agreements in exchange for
common stock (See Note 7 & 14).

NOTE  3  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     (a)    Principles of Consolidation/Basis of Presentation:

The consolidated financial statements include the accounts of thatlook.com,
Inc., a Nevada corporation and parent company, and its wholly-owned
subsidiary, TLC a New Jersey corporation, and Elective Investments, Inc.,
its wholly-owned subsidiary.  All significant intercompany accounts and
transactions have been eliminated.

Certain reclassifications have been made to the 1999 financial statements to
conform to the presentation used in 2000.
<PAGE>

                                                                 Page F-10.

                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------
NOTE  3  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

     (b)    Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
for the reporting period and as of the financial statement date.  These
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent liabilities and the reported amounts
of revenues and expenses.  Actual results could differ from these estimates.

     (c)    Concentration of Credit Risk:

The Company's accounts receivable are from numerous doctors and are not
concentrated in any specific geographic region.  However, for notes
receivable, the primary concentration of credit risk relates to loans
purchased from doctors whose patients may not be able to obtain traditional
bank financing.  The Company purchases loans at a substantial discount to
offset anticipated patient defaults on these loans.

The Company maintains cash with various banks.  At times such amounts may
exceed the FDIC federally insured limits.  The Company limits the credit
exposure with any one financial institution by periodically reviewing the
financial statements of the institution.

     (d)    Notes Receivable:

Notes receivable are purchased from cosmetic doctors at a discount to the
remaining principal balance.  The purchase discount is credited to the
allowance for uncollectible notes receivable, for the estimated losses on the
portfolio of loans, which has historically been the full purchase discount.
Additional amounts added to the allowance for uncollectible notes receivable
are charged to expense.  Interest income from financing is accrued, but stops
accruing when a patient's payments are delinquent 60 or more days.  Notes
receivable are written off when patient's payments are delinquent 180 days.

     (e)    Fixed Assets:

Owned fixed assets are valued at cost.  Depreciation is provided on the
straight-line method at rates based on the estimated useful lives of
individual assets or classes of assets.  Improvements to leased properties
or fixtures are amortized over their estimated useful lives or lease period,
whichever is shorter.

Leased property meeting certain criteria are capitalized.  The assets and
liabilities under capital leases are recorded at the lower of the present
value of the minimum lease payments or the fair value of the asset.
Depreciation of capitalized leased assets is computed on the straight-line
method over the lower of the term of the leases or their estimated productive
lives.

                                                                 Page F-11.
<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                            --------------------------

NOTE  3  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

     (f)    Revenue Recognition:

The Company recognizes marketing fees earned from participating doctors in
return for generating a specified number of credit-qualified patients that
have in-office consultations with the doctor.

The Company recognizes gains and losses on the sale of patient notes
receivable for the amount received from loan purchasers, less the amount paid
to doctors.

For loans not sold, the Company records interest income using the stated
interest rate on the note.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements, which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC and was effective the first
fiscal quarter of fiscal years beginning after December 15, 1999, and requires
companies to report any changes in revenue recognition as a cumulative change
in accounting principle at the time of implementation in accordance with
Accounting Principles Board Opinion 20, Accounting Changes.  Subsequently, SAB
Nos. 101A and 101B were issued to delay the implementation of SAB No. 101.  It
was effective for thatlook.com, Inc. in the fourth quarter of fiscal 2000.  We
implemented the provisions of SAB No. 101 in 2000, which had no impact on our
financial position or results of operations.

      (g)    Income Taxes:

The Company records income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" (SFAS No. 109).  Under this standard, deferred tax assets or
liabilities are computed based on the difference between the financial
statement and income tax bases of assets and liabilities using the enacted
marginal tax rate.  The tax benefits of the net operating loss since the
recapitalization (Note 1) may be realized over the next 20 years. However,
based upon historical losses, it is management's belief that it is not "more
likely than not" that the deferred tax asset will be realized, and therefore,
a valuation allowance has been created to offset the entire deferred tax
asset(See Note 11).

     (h)    Cash and Cash Equivalents:

For the purpose of cash flow reporting, cash and cash equivalents include all
highly liquid funds with maturities of three months or less.

                                                                 Page F-12.
<PAGE>
                         thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                            --------------------------

NOTE  3  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

     (i)    Media, Advertising and Promotion:

Costs incurred for producing and communicating advertising are generally
expensed as incurred, except for production costs and some costs of
direct-response advertising.  Television and radio commercials are expensed
when aired.  Magazine advertising costs for customers who could be shown to
have responded specifically to the advertising and result in probable future
benefits, are reported as prepaid assets, which are amortized over the
estimated period of benefits.  Production costs are expensed the first time
the advertising takes place.  For the years ended December 31, 2000 and 1999,
advertising costs aggregated $2,157,059, and $1,539,911, respectively.

     (j)    Valuation of Long Lived Assets:

The Company's policy is to review long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable in accordance with Statement of Financial
Accounting Standards 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of.  The Company establishes
guidelines for determining fair value based on future net cash flows for the
use of the assets and for the measurement of an impairment loss.  Any
impairment loss would be recorded in the period in which the recognition
criteria are first applied and met.

     (k)    Statement of Comprehensive Income:

SFAS 130 "Reporting Comprehensive Income" is effective for years beginning
after December 15, 1997.  This statement prescribes standards for reporting
other comprehensive income and its components.  Since the Company currently
does not have any items of other comprehensive income, a statement of
comprehensive income is not required.

    (l)    Segment Reporting:

SFAS 131 "Disclosures about Segments of an Enterprise and Related
Information," is effective for years beginning after December 15, 1997.  This
statement establishes the standards for the manner in which public enterprises
are required to report financial and descriptive information about their
operating segments.  The statement defines operating segments as components of
an enterprise for which separate financial information is available and
evaluated regularly as a means of assessing segment performance and allocating
resources to segments.  A measure of profit or loss, total assets, and other
related information are required to be disclosed for each operating segment.
In addition, this statement requires the annual disclosure of information
concerning revenues derived from the enterprise's products or services,
countries in which it earns revenue or holds assets, and major customers. The
Company believes that it does not have any operating segments as defined by
this Statement, and accordingly, no separate information is reported.
                                                                  Page F-13.
<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  3  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

     (m)    Loss per Common Share:

Loss per common share is computed based on net loss divided by the weighted
average number of common shares outstanding during the respective years
presented.  Diluted loss per share is not presented since stock options,
warrants and convertible debt would all be anti-dilutive.

Basic Loss Per Share:             2000               1999
---------------------             ----               ----
Net Loss                      $(5,234,535)       $(1,781,468)

Weighted Average Number of
  Common Shares Outstanding    23,044,899         13,445,360

Basic Loss Per Share               $(0.23)            $(0.13)


     (n)    Stock Compensation to Employees:

In March 2000, the FASB issued Interpretation No. 44, Accounting for Certain
Transactions Involving Stock Compensation, an interpretation of Accounting
Principles Board (APB) Opinion No. 25, Stock Issued to Employees.
Interpretation No. 44 clarifies the application of APB No. 25 for the
definition of an employee for purposes of applying APB No. 25, the criteria
for determining whether a plan qualifies as a noncompensatory plan; the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award; and the accounting for an exchange of stock
compensation awards in a business combination.  The interpretation was adopted
by thatlook.com, Inc. effective July 1, 2000(See Note 15).

     (o)  Defined Contribution Plan:

All full-time employees who are employed by the Company or its subsidiaries,
upon qualification, are eligible to participate in a defined contribution
401(k) plan.  Employees who elect to participate make contributions up to the
indexed amounts allowed by the Internal Revenue Service.  The Company did not
match employees' contributions.


                                                                   Page F-14.

<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------
NOTE 4  -  MEDIA BROKER:
In June 2000, the Company agreed to issue to a media broker 11,250,000
unregistered, restricted shares of common stock in return for advertising and
media credits, and public relations services totaling $30 million.  Based upon
the discounted amount of the Company's past media placements relative to
published rate card amounts (which is the maximum published rate available),
the Company discounted the value of the advertising and media credits to a
level the Company believes depicts fair value.  Thus, the transaction was
recorded at $5,001,000.  The media broker also accepted a $150,000 note
payable for initial production costs.

In July 2000, in a related agreement the Company issued 750,000 shares of
registered common stock on Form S-8 filed with the Securities and Exchange
Commission to a marketing consultant in exchange for consulting and media
buyer services.  Based upon prior experience with marketing consultants, the
Company valued the consulting services at $500,100, using 10% of the media
costs.

In January 2001, the Company and the media broker mutually agreed to terminate
the June and July 2000 agreements. Thus, the media broker returned 7,500,000
shares of the unregistered, restricted shares of common stock previously
issued, and canceled the $150,000 note payable. This transaction has been
retroactively reflected on the December 31, 2000 financial statements. As part
of the settlement the Company expensed an additional $1,302,966 in advertising
related to the termination of this agreement, representing the unused and
nonrefunded balance of the initial $5,501,100 value referred to above.

NOTE  5  -  NOTES RECEIVABLE:
Notes receivable have historically been purchased from doctors at
50% and 80% of the face amount of the note receivable, and bear interest at 8%
to 25% per annum.  Repayment terms generally range from 24 to 48 months.

Scheduled repayments on the notes are:
     2001                                     $  418,757
     2002                                        230,291
     2003                                         92,418
     2004                                         22,489
     2005                                          1,182
                                              ----------
                                                 765,137
     Less:
      Interest                                   161,628
      Allowance for uncollectible notes           91,964
                                              ----------
                                              $  511,545
      Less current notes payable                 271,288
                                              ----------
                                              $  240,257
                                              ==========

                                                                   Page F-15.
<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  6  -  FIXED ASSETS, NET:

At December 31, fixed assets were comprised of the following:

     Furniture and fixtures                     $ 65,075
     Equipment                                    86,874
     Computer equipment                          669,361
     Leasehold improvements                       28,459
                                                --------
                                                 849,769
     Less accumulated depreciation               333,245
                                                --------
     Fixed Assets, net                          $516,524
                                                ========

Depreciation for the years ended December 31, 2000 and 1999 aggregated
$163,288 and $100,284, respectively.

NOTE  7  -  NOTES PAYABLE:

Notes Payable:
--------------
Origination      Interest                              Maturity   Amount
   Date            Rate          Type of Note            Date      Due
-----------     ---------  ----------------------      --------  -------
  05/30/98      15.00%    Promissory note payable      11/30/98 $180,000 (a)
  03/28/00      12.00%    Convertible note payable     09/28/01   25,000
  04/29/00       9.70%    Promissory note payable      01/29/01    2,761
  05/25/00      17.51%    Promissory note payable      03/25/03   53,985
  06/29/00      22.08%    Promissory note payable      04/29/03   24,046
                                                                --------
                                                                $285,792
                                         Less Current Portion    215,025
                                                                --------
                                                                $ 70,767
                                                                ========

(a) - In May 1998, the Company entered into an agreement with a teleservices
company to borrow $200,000 with a 15% annual interest rate, payable in full on
November 30, 1998.  The note was delivered by the payee to provide inbound
teleservices as defined.  At December 31, 2000, the Company was in default on
repayment of the $180,000 balance due on this note.  The note is personally
guaranteed by a principal shareholder of the Company.  The payee has
instituted a lawsuit for repayment of the balance plus interest.


                                                                Page F-16.
<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  7  -  NOTES PAYABLE (Continued):

Notes Payable - Shareholders:
-----------------------------
Origination  Interest                            Maturity   Amount
   Date        Rate    Type of Unsecured Note      Date      Due
----------- ---------  -----------------------   --------  -------
  02/08/00    12.00%  Convertible note payable   08/07/01  100,000
  02/24/00    12.00%  Convertible note payable   08/23/01  100,000
  02/28/00    12.00%  Promissory note payable    06/09/00   25,000
  03/07/00    12.00%  Promissory note payable    06/15/00   25,000
  03/13/00    12.00%  Promissory note payable    06/21/00   25,000
  03/27/00    15.00%  Promissory note payable   on demand   12,500
  03/27/00    15.00%  Promissory note payable   on demand   12,500
  03/27/00    15.00%  Promissory note payable   on demand   12,500
  04/05/00    15.00%  Promissory note payable   on demand   12,500
  06/26/00    12.75%  Promissory judgment note   10/03/00   45,000
  08/18/00    15.00%  Convertible note payable   02/17/01   30,000
  09/28/00    15.00%  Convertible note payable   03/27/01  100,000
  11/06/00    15.00%  Convertible note payable   05/05/01  100,000
  12/07/00    15.00%  Convertible note payable   06/06/01  100,000
  12/18/00    15.00%  Convertible note payable   06/17/01  100,000
                                                          --------
                                                          $800,000
                                   Less Current Portion    257,500
                                                          --------
                                                          $587,500
                                                          ========

In February 2000, a principal shareholder invested $100,000 as
intermediate-term convertible debt, which bears interest at 12% per annum, and
is payable with accrued interest 18 months from the issuance date.  The note
may be converted, at the holder's option, into unregistered, restricted common
shares at the lowest of 50% of the trailing 10-day trading average closing
price of the Company's publicly-traded stock as of the date of issuance, as of
the date of conversion, or at the lowest rate at which new equity investors
invest.  The note is callable by the Company after six months from the date of
its issuance.  As described below in a principal shareholder's restructuring
agreement, it was agreed that this note will be converted to equity subsequent
to the balance sheet date, and accordingly has been reflected as long-term as
of December 31, 2000.



                                                                  Page F-17.
<PAGE>

                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  7  -  NOTES PAYABLE (Continued):

Notes Payable - Shareholders (Continued):
-----------------------------------------
In February and March 2000, a principal shareholder and a new investor
invested $125,000 as intermediate-term convertible debt, which bears interest
at 12% per annum, and is payable with accrued interest 18 months from the
issuance date.  These notes may be converted, at the holders' options, into
common shares at the lower of 50% of the trailing 10-day trading average
closing price of the Company's publicly-traded stock as of the date of
conversion or the lowest rate at which new equity investors invest, with a
minimum conversion price of $1.50 per share.  In September 2000, the investor
exercised a right to convert the note payable and accrued interest of $26,323
to 17,549 shares of unregistered, restricted, common stock.

In February 2000, three shareholders agreed to invest a total of $75,000 as
short-term debt that bears interest at 12% per annum for a period of 100 days.
The Company was unable to redeem these notes at maturity and is in default at
December 31, 2000.  Thus, the holders may convert, at their option, the
short-term notes into intermediate-term convertible notes on the same basis
and terms as described immediately above for the three notes issued in
February and March 2000.

In March and April 2000, four shareholders agreed to invest a total of $50,000
in demand notes that bear interest at 15% per annum.  As described below in a
principal shareholder's restructuring agreement, a $12,500 demand note was
converted to a term note subsequent to the balance sheet date, and accordingly
has been reflected as long-term as of December 31, 2000.

In June 2000, the Company signed a 120-day promissory judgment note for
$45,000 at 12.75% for media services.  At December 31, 2000, the Company was
in default under this note.


                                                                Page F-18.
<PAGE>


                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  7  -  NOTES PAYABLE (Continued):

Notes Payable - Shareholders (Continued):
-----------------------------------------
In August, September and November 2000, a principal shareholder invested a
total of $230,000 in the Company in exchange for promissory notes payable on
demand. In November 2000, this shareholder signed a master purchase agreement
for $1,230,000 convertible notes at specified dates through April 2001.  The
$230,000 promissory notes were made part of the master purchase agreement and
were retroactively changed to convertible notes that may be converted, at the
holder's option, into unregistered, restricted common shares at the lowest of
$0.125 per share; or 50% of the trailing 10-day trading average closing price
of the Company's publicly-traded stock as of the date of issuance, as of the
date of conversion, or at the lowest rate at which new equity investors
invest.  In conjunction with this purchase agreement, the Company agreed to
issue 1,765,000 warrants on a pro-rata basis for each dollar of convertible
notes purchased.  These warrants have an exercise price of $0.125 per share.
At December 31, 2000, $430,000(which includes the $230,000 mentioned above) of
convertible notes had been purchased, and 617,026 warrants to purchase
restricted shares of common stock had been issued.  In the first quarter of
2001, subsequent to the balance sheet date, an additional $600,000 of
convertible notes had been purchased and 860,964 additional warrants had been
issued as part of the master purchase agreement.

In January 2001, subsequent to the balance sheet date, the Company
restructured the agreements for a principal shareholder's convertible and
demand notes payable and common stock warrants, subject to shareholders'
approval to increase the number of the Company's authorized shares.  This
shareholder agreed to exchange $530,000 of convertible notes and $27,177 of
accrued interest at a $0.10 per share conversion price, which will result in
the issuance of 5,571,770 shares of unregistered, restricted, common stock.
This shareholder also agreed to exchange $200,000 of convertible notes
purchased in January 2001 and $1,788 of accrued interest at a $0.10 per share
conversion price, which will result in the issuance of 2,017,880 shares of
unregistered, restricted, common stock.  The $530,000 and $200,000 convertible
notes have been reflected as long-term as of December 31, 2000.  This
shareholder also agreed to purchase $600,000 of convertible notes payable due
July 31, 2001 which earn interest at 10% per annum and convert at a $0.10 per
share conversion price to unregistered, restricted, common stock, following
shareholders' approval to increase the number of the Company's authorized
shares. The shareholder agreed to purchase these 10% convertible notes rather
than the $600,000 remaining 15% convertible notes payable that the shareholder
agreed to purchase as part of the $1,230,000 master purchase agreement
described above. In February and March 2001 $400,000 of the $600,000 10% notes
payable were purchased.


                                                                   Page F-19.
<PAGE>


                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  7  -  NOTES PAYABLE (Continued):

Notes Payable - Shareholders (Continued):
-----------------------------------------
Also, as part of the restructuring, a $12,500 demand note was exchanged for a
term note due March 31, 2002 bearing interest at 10% per annum.  Furthermore,
this shareholder individually and on behalf of family members agreed to cancel
rights to 3,931,667 common stock warrants for 1,765,000 shares of common stock
and a $300,000 convertible note payable due April 30, 2003 bearing interest at
10% per annum beginning April 15, 2001.  This $300,000 convertible note
payable plus accrued interest may be converted at $0.50 per share of
unregistered, restricted, common stock.

NOTE 8 - LINE-OF-CREDIT PAYABLE:

The Company obtained a line-of-credit with a bank in July 1998 to fund notes
receivable purchases.  This line-of-credit permits maximum borrowings of
$1,000,000, due on demand, with interest payable at the bank's base rate
(9.75% at December 31, 2000) plus 4%, totaling an annual rate of 13.75% at
December 31, 2000.  This line-of-credit is collateralized by certain notes
receivable and is guaranteed by a principal shareholder.  As of December 31,
2000, the Company was not in compliance with a certain restrictive covenant,
and as of December 31, 2000, the bank had not waived the covenant violation.
The amount outstanding under this line-of-credit as of December 31, 2000 was
$507,082.

NOTE 9 -  CONVERTIBLE SUBORDINATED DEBENTURE:

Convertible Subordinated Debenture:
-----------------------------------
A Convertible Subordinated Debenture for $1,873,297 was created as part of a
December 31, 1999 restructuring agreement with a finance company, which is
discussed in the next paragraph.  The debenture bears interest at 5% per
annum, payable monthly, with a maturity date of December 31, 2004. The
debenture may be voluntarily converted by the holder into the Company's common
stock at $1.00 per share.  The Company has the right to prepay any outstanding
principal, provided it gives the holder of the debenture 20 days to exercise
its voluntary conversion rights.  Any shares received as a result of a
voluntary conversion are restricted from resale for two years from the date of
the restructuring agreement. The debenture includes provisions to adjust the
conversion ratio proportionately to avoid dilution, as a result of changes in
the Company's par value of its stock, stock dividends, capital reorganization,
or other capital events, such as a merger or acquisition.  In November 2000,
the finance company received 100,000 shares of common stock valued at $0.125
per share, or $12,500, as compensation for a waiver related to the sale of
convertible notes to a principal shareholder, which diluted the finance
company's financial position.


                                                                   Page F-20.

<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 9 -  CONVERTIBLE SUBORDINATED DEBENTURE (Continued):

Line-of-Credit and Restructuring with Finance Company:
-------------------------------------------------------
As part of a restructuring agreement, the finance company decided to take back
and service the underlying patients' notes receivable that collateralized
its line-of-credit.  On December 31, 1999, the finance company applied the
value of the notes receivable, (net of the allowance for doubtful accounts) of
approximately $3.3 million to the outstanding balance of their line-of-credit.
A shortfall in the value of the collateral of $1,873,297 was converted into
the convertible subordinated debenture.

Line-of-Credit and Restructuring with Finance Company (Continued):
------------------------------------------------------------------
In addition, the finance company agreed to convert $503,723(accrued interest
of $255,000 and recourse obligations of $248,723) of other obligations of the
Company to equity at one dollar per share.  All shares received as a result of
these conversions are restricted from resale for two years from the date of
the restructuring agreement. Additionally, as a required part of the
restructuring, two major shareholders of the Company agreed to convert their
$240,941 of shareholders' loans and accrued interest to common shares at one
dollar per share.  One of these shareholders also agreed to purchase, and
convert to equity at one dollar per share, a $12,805 note payable and accrued
interest from the finance company.  The finance company was granted full
piggyback registration rights on the shares issued to satisfy the above
obligations, along with the shares underlying the Convertible Subordinated
Debenture, if the Company executed a substantial, underwritten secondary
offering.  Substantial means an offering resulting in net proceeds to the
Company of $10 million or more.

NOTE  10  - CAPITAL LEASE OBLIGATIONS:

The Company obtained property and equipment under capital leases which are
collateralized by the underlying property and equipment.  The assets and
liabilities under capital leases are recorded at the lower of the present
values of the minimum lease payments or the fair values of the assets.  Assets
under capital leases are included in fixed assets.  Lease interest rates range
from 12% to 21%.



                                                                  Page F-21.
<PAGE>

                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  10  - CAPITAL LEASE OBLIGATIONS (Continued):

Minimum future lease payments under these capital leases are:

    Years ending December 31,
     2001                                             $31,614
     2002                                              12,101
     2003                                               5,764
                                                      -------
   Total                                               49,479
   Less amounts representing interest                  10,051
                                                      -------
   Net minimum lease payments                         $39,428
   Less current portion                                24,765
                                                      -------
                                                      $14,663
                                                      =======

NOTE 11 -  INCOME TAXES:

Deferred tax assets (liabilities) are as follows:
Fixed assets                                        $(44,165)
Allowance for loan losses                             57,261
Common stock and common stock option issuances       139,813
Write-off of prepaid advertising                     443,008
Net operating loss carryforward                    2,114,772
Other-net                                             40,831
Valuation allowance                               (2,751,520)
                                                  ----------
 Deferred tax assets-net                          $    -
                                                  ==========

At December 31, 2000, the Company has net operating loss carryforwards for
income tax purposes of approximately $6,200,000 that expire from 2018 to 2020.
Based upon historical losses, it is management's belief that it is not "more
likely than not" that the deferred tax asset will be realized, and therefore,
a 100% valuation allowance has been created to offset the entire deferred tax
asset.



                                                                  Page F-22
<PAGE>


                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 12 -  RELATED PARTY TRANSACTIONS:

Notes Receivable - Shareholder:
-------------------------------
The Company is owed $14,000 from one its shareholders.  The note bears
interest at 13% and is payable upon demand.

Loan Guarantee Fees:
-------------------
A principal shareholder personally guaranteed recourse obligations related to
advances received on loan sales with limited recourse, and amounts advanced
from lines-of-credit for loan purchases.  In exchange for the personal
guarantee, the Company agreed to pay a guarantee fee of 1% on all amounts
received on loan sales and advances on lines-of-credit.  These fees aggregate
$0 and $61,764 during 2000 and 1999, respectively.  This agreement terminated
August 1, 1999 and the principal shareholder forgave $25,458 in outstanding
fees, which were contributed to equity (See Note 9).

Management Agreements:
----------------------
The Company incurred management fees and other related costs to certain
officers and shareholders or to entities in which certain officers and
shareholders are principals of $9,231 and $158,961 in 2000 and 1999,
respectively.  The 1999 management fees are primarily for marketing consulting
services based upon a contract that was terminated November 30, 1999.  The
1999  management fees earned by three shareholders are for assisting with
special projects and specific management decisions.  This agreement with the
three shareholders was terminated, effectively with the conversion of notes
payable to equity.  In November 2000, the Company signed a two-year $264,000
marketing consulting agreement with a company owned by a principal
shareholder/officer for $11,000 per month.  The agreement requires a $50,000
liquidated damages payment to the consulting company if the agreement is
canceled.

In January 2001, an officer and the Company signed a two-year employment
agreement for $98,000 per year.  The agreement includes a severance clause
that requires the Company to pay $45,000 upon the Company's termination of the
agreement.  In addition, in January 2001, a second officer and the Company
signed a two-year employment agreement for $95,000 per year.  The agreement
also includes a severance clause that requires the Company to pay $45,000 upon
the Company's termination of the agreement.




                                                               Page F-23.

<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 13 - CAPITAL TRANSACTIONS:

Preferred Stock
---------------
At the Annual Shareholders' Meeting in June 2000, the shareholders approved
the amendment of the Company's Articles of Incorporation to authorize a class
of 30,000,000 shares of preferred stock to be issued in such series and with
such dividend, voting and other rights and preferences as the Board of
Directors shall determine.

Common Stock and Warrant Issuances:
-----------------------------------
In February 2000, the Company agreed to issue warrants to an investment banker
and a broker for investment banking services (See Note 14).

In March 2000, an investor purchased, for $150,000, a total of 100,000 shares
of unregistered, restricted shares of common stock.  Two principal
shareholders invested $2,500 to purchase 5,000 shares of unregistered,
restricted shares of common stock.

In May 2000, the Company signed an agreement with a software development
company to purchase an advanced professional version of its patient imaging
software for use by doctors in their offices.  As payment for this software,
the software company was issued 110,000 shares of common stock valued at
$159,400.

In May 2000, a principal shareholder invested an additional $250,000 for
166,667 shares of unregistered, restricted common stock and 166,667 warrants
to purchase common stock.  The warrants have an exercise price of $4.00 per
share and remain exercisable for five years.

In June 2000, the Company agreed to issue 11,250,000 shares of common stock to
a media broker (See Note 4).

In July 2000, a principal shareholder exercised a right to acquire 800,000
shares of unregistered, restricted common stock, according to a December 1999,
warrant agreement.  The warrant agreement included a cashless exercise
provision, which the shareholder utilized.  Thus, based upon the market value
of the Company's common stock on the date of exercise, 84,211 shares were used
to pay for the shares in the warrant agreement.  The resulting 715,789 shares
were issued to the shareholder.

In July 2000, the Company signed a three-month investor relations services
agreement with a consulting firm, in exchange for $30,000 and 75,000 shares of
restricted, unregistered shares of the Company's common stock.  These shares
of common stock were valued at $2.00 per share, or $150,000


                                                                    Page F-24.
<PAGE>

                           thatlook.com, Inc. and Subsidiaries
                           -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 13 - CAPITAL TRANSACTIONS (Continued):

In September 2000, a note holder exercised a right to convert a note payable
and accrued interest of $26,323 to 17,549 shares of restricted common stock
(See Note 7).

In October 2000, the Company signed a three-month investor relations services
agreement with a consulting firm, in exchange for 300,000 shares of
restricted, unregistered shares of the Company's common stock.  These shares
of common stock were valued at $0.125 per share, or $37,500.

In November 2000, the Company signed a one-year investor relations services
agreement with a consulting firm, in exchange for 1,650,000 shares of
restricted, unregistered shares of the Company's common stock.  These shares
of common stock were valued at $0.125 per share, or $206,250.

In November 2000, the Company issued 100,000 shares of common stock to a
finance company valued at $0.125 per share, or $12,500, as compensation for a
waiver related to the sale of convertible notes to a principal shareholder,
which diluted the finance company's financial position (See Note 9).

In December 2000, the Company agreed to issue 985,300 shares of restricted,
unregistered, common stock to various employees, officers, directors and
consultants in exchange for the same number of "out-of-the-money" common stock
options issued as part of the 1999 Stock Incentive Plan.  These shares of
common stock were valued at $0.125 per shares, or $123,163.  The Company also
agreed to issue 2,070,000 shares of restricted, unregistered, common stock to
officers and directors as compensation, valued at $0.125 per share, or
$258,750.

NOTE 14  -  INVESTMENT BANKERS, BROKER, AND RELATED AGREEMENTS:

In September 2000, the Company and an investment banker agreed to cancel their
February 2000 agreement.  As of the date of the cancellation, the investment
banker had not raised any equity financing, and the Company sought to hire a
new investment banker.  As compensation for canceling the February agreement,
the investment banker is entitled to keep the 750,000 warrants to purchase the
Company's common stock, which were issued to the investment banker as an
inducement to enter into the February 2000 agreement.  The Company and the
investment banker also agreed to change the warrant agreement, and the Company
agreed to include the 750,000 warrants in the next registration it files with
the Securities and Exchange Commission.  The demand registration rights and
anti-dilution provisions were eliminated from the warrant agreement.


                                                                    Page F-25.

<PAGE>
                           thatlook.com, Inc. and Subsidiaries
                           -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 14  -  INVESTMENT BANKERS, BROKER, AND RELATED AGREEMENTS (Continued):

The cancellation of the investment banker's agreement also affected a broker's
agreement.  The broker, who introduced the investment banker, received 70,000
warrants upon the execution of the investment banker's February 2000
agreement.  The investment banker's and broker's warrants were valued at
$563,311 using the Black-Scholes options pricing model.  The value of the
warrants was included originally in other assets as deferred finance costs and
additional paid-in-capital. The investment banker's and broker's additional
rights to 2,250,000 and 210,000 warrants, respectively, were canceled at the
time of the investment banker's cancellation agreement.  Originally, the
additional warrants were to be issued on a pro-rata basis for each dollar
raised by the investment banker up to $5 million dollars. Since the investment
banker's agreement was cancelled, these costs were written off.

In conjunction with the investment banker's efforts, the investment banker
believed that agreements with two consulting firms and an advertising firm
were necessary elements to raise additional equity.  The three firms received
common stock and warrants initially valued at $224,762, before one of the
firms returned 45,000 shares of common stock valued at $50,368.  In addition,
the Company incurred legal and consulting expenses totaling $14,700 to
negotiate and prepare the agreements related to raising capital.  The value of
these consulting, advertising and legal services was originally included in
other assets and additional paid-in-capital.  Since the investment banker's
agreement was cancelled, these costs were written off.

NOTE  15  -  COMMON STOCK OPTIONS AND WARRANTS:

1999 Stock Incentive Plan:
--------------------------
In August 1999, the Company adopted the 1999 Stock Incentive Plan to provide
employees, officers, directors and consultants an opportunity to acquire a
proprietary interest in the Company as an incentive to remain in such service.
The Company initially reserved 1,250,000 shares for the incentive plan.
According to the plan's design, the number of shares of common stock available
for issuance under the Plan automatically increased by 4% of the outstanding
shares of common stock at January 1, 2000, which aggregated 635,234 additional
shares.  Thus, 1,885,234 shares of common stock are issuable currently under
the Plan.  The annual automatic increase may not exceed 900,000 shares per
year.



                                                                    Page F-26.
<PAGE>

                           thatlook.com, Inc. and Subsidiaries
                           -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  15  -  COMMON STOCK OPTIONS AND WARRANTS (Continued):

Other Common Stock Options:
---------------------------
The following table summarizes the status of options in the Plan to purchase
"unrestricted,""registered" shares of common stock:
                                                        Weighted Average
                                       Shares             Exercise Price

Outstanding at 1/1/99                    -                      -
Granted                               476,875                 $3.44
Exercised                                -                      -
Forfeited                             (96,625)                 3.83
Outstanding at 12/31/99               380,250                  3.41
Granted                               892,900                  1.92
Exercised                                -                      -
Forfeited                          (1,051,458)                 2.05
Outstanding at 12/31/00               221,692                  2.50

Weighted Average remaining contractual
life of options outstanding and exercisable       3.3 years

The exercise price of each option equals or exceeds the market price of the
Company's stock on the date of grant, and an option's maximum term is ten
years.  At December 31, 2000, there were 19,392 options outstanding for
employees, which vest 25% on the first anniversary after the grant date, and
2.0833% per month thereafter.  At December 31, 2000, there were 202,300
options outstanding for consultants, which vest over three to four years.  No
directors or officers had outstanding options at December 31, 2000.

In the event of a corporate transaction or change of control, the Plan
Administrator for the Stock Incentive Plan is authorized by the Plan to make
adjustments to protect the interests of the option holders.

On December 31, 2000 all employees, officers, directors and certain
consultants were offered the right to exchange their "out-of-the-money"
options for the same number of restricted shares of common stock of the
Company, which resulted in the issuance of 985,300 shares of restricted common
stock.

In June 2000, the Company granted 25,000 options to an attorney with an
exercise price at the lower of $2.00 per share or the bid price on the date of
exercise.  These options have a two-year term and were registered on a Form
SB-2 registration statement dated August 1, 2000.

In January 2001, subsequent to the balance sheet date, the Company granted
150,000 options to purchase shares of the Company's stock to an attorney with
an exercise price of $0.10 per share. In February 2001, the Company granted
100,000 options to purchase shares of the Company's stock to an attorney with
an exercise price of $0.17 per share.
                                                                    Page F-27.
<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  15  -  COMMON STOCK OPTIONS AND WARRANTS (Continued):

Warrants:
---------
In December 1999, two principal shareholders invested $700,000 for 2.8 million
shares of unregistered, restricted common stock and 2.8 million warrants, with
an exercise price of $0.25 per share, to purchase an additional 2.8 million
shares of unregistered, restricted common stock.  The warrants included
provisions for adjustments for certain capital events, anti-dilution
protection for securities sales below the trigger price of $0.25 per share,
and registration rights.  These warrants were valued at $0.05 per warrant
using the Black-Scholes options pricing model.  In July 2000, one of the
principal shareholders exercised a right to purchase 800,000 shares of
restricted common stock for $0.25 per share, or $200,000.  This shareholder
utilized a cashless exercise provision, where 84,211 shares with a value of
$2.375 were used to pay for the 800,000 shares at $0.25 per share.

In May 2000, a principal shareholder invested an additional $250,000 for
166,667 shares of unregistered, restricted common stock and 166,667 warrants
to purchase common stock.  The warrants have an exercise price of $4.00 per
share and remain exercisable for five years.  These warrants were valued at
$0.05 per warrant using the Black-Scholes options pricing model.

In November 2000, a principal shareholder signed a master purchase agreement
for $1,230,000 convertible notes at specified dates through April 2001.  At
the time of the agreement, a total of $230,000 of convertible notes had
already been purchased in August, September and November 2000.  In conjunction
with this purchase agreement, the Company agreed to issue 1,765,000 warrants
on a pro-rata basis for each dollar of convertible notes purchased.  These
warrants have an exercise price of $0.125 per share.  At December 31, 2000,
$430,000 of convertible notes were purchased, and 617,026 warrants to purchase
restricted shares of common stock were issued.  In the first quarter of 2001,
$600,000 of convertible notes were purchased and 860,964 warrants were issued
as part of the master purchase agreement.  These warrants were valued at
$0.0843 per warrant using the Black-Scholes options pricing model.  Subsequent
to the balance sheet date, this shareholder restructured the terms of this
convertible debt and common stock warrants (See Note 7).



                                                                    Page F-28.

<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE  15  -  COMMON STOCK OPTIONS AND WARRANTS (Continued):

Pro Forma Net Loss and Loss Per Share:
--------------------------------------
The Company applies APB Opinion No. 25 and related Interpretations in
accounting for its plans.  Accordingly, no compensation cost has been
recognized for its stock option plan or warrants issued to employees or
members of the Board of Directors.  Had compensation cost for the stock-based
compensation plan and warrants been determined consistent with SFAS No. 123,
the Company's net loss and loss per share would have been increased to the pro
forma amounts indicated below.

2000                                As Reported        Pro Forma
Net loss                            $(5,234,535)      $(5,262,762)
Basic loss per share                     $(0.23)           $(0.23)

1999
Net loss                            $(1,781,468)      $(1,959,638)
Basic loss per share                     $(0.13)           $(0.15)

Black-Scholes Options Pricing Model:
------------------------------------
The fair value of each option grant is estimated on the grant date using the
Black-Scholes option-pricing model with the following weighted-average
assumptions: risk-free interest rate 6.2% and 6.4% for 2000 and 1999,
respectively, limited marketability discount 38% and 40% for 2000 and 1999,
respectively, weighted average remaining term 9 and 8 years for 2000 and 1999,
respectively, and no dividends.  The fair value of the warrants was determined
using the following weighted-average assumptions for 2000 and 1999: risk-free
rate 6.4%, limited marketability discount 40%, and weighted average remaining
term 4 years.

NOTE 16 - CONTINGENCIES AND COMMITMENTS:

New Office Lease
----------------
In March 2000, the Company signed a new lease for office space for three years
until March 2003, with an option to extend the lease for two additional years.
The minimum annual rent is $83,200 for the first three years, and $86,528
annually if the extension option is exercised, plus utilities.  The Company's
office space increased from approximately 5,300 square feet to approximately
8,000 square feet in the new location.  The Company completed its relocation
in April 2000. Rent expense and utilities for the years ended December 31,
2000 and 1999 aggregated $109,148 and $121,966, respectively.


                                                                Page F-29.

<PAGE>
                          thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 16 - CONTINGENCIES AND COMMITMENTS (Continued):

Notes Receivable - Sold:
------------------------
Since the Company generally does not intend to retain ownership of loans, the
ability to place loans is critical to its future success.

The Company purchases notes receivable from doctors because it generally plans
to sell the notes.  The Company sold notes receivable of $5,812,899 to a
finance company subject to limited recourse. The Company restructured its
line-of credit with this finance company on December 31, 1999, which included
the transfer of patient note receivable to the finance company to pay down the
line-of-credit (See Note 8).  The estimated recourse obligation at December
31, 2000 aggregated $22,871.

The Company also sold $605,199 of patient notes receivable to a separate
finance company, whose agreement was executed in October 1999.  While the
sales are subject to limited recourse, the Company recorded the sales net of
the recourse obligation, since the Company does not anticipate a return of any
of the funds held in reserve for the recourse obligation.  The recourse
obligation is limited to the funds held in reserve.

In August 2000, the Company executed an agreement to sell patient notes
receivable to a third finance company.  The Company sold $217,889 of patient
notes receivable to this company in 2000.  The term of the agreement is open
until canceled in writing.  The notes receivable are sold without recourse.

Legal Proceedings:
------------------
There is a Complaint in Confession of Judgement and a Confession of Judgement
was filed by Tenenbaum's Travel Service, Inc. d/b/a Kingdom Vacations, against
thatlook.com (f/k/a Cooperative Images, Inc.), in the Court of Common Pleas of
Luzerne County, Pennsylvania (See Note 7).  The judgment was entered in favor
of Tenenbaum's Travel Service, Inc., and against thatlook.com on February 19,
1999, in the amount of $202,550, plus interest and costs until paid.
thatlook.com filed a Petition to Open and/or Strike Judgment by Confession and
to Stay Execution on March 19, 1999.  This petition raises defenses to the
confessed judgment and alleges a potential Counterclaim against Tenenbaum's
Travel Service, Inc.  On January 16, 2001, a Supplemental Brief was filed by
the Company and the Company also instituted suit against Tenenbaum's Travel
Service, Inc.'s successor, Vista Travel Ventures, Inc.  Damages sought by
thatlook in this suit are in excess of amounts filed by Tenenbaum's Travel
Service, plus interest, costs and attorney fees, due to the breach of the
collateral Agreement entered into by and between Tenenbaum's Travel Service,
Inc., and thatlook's predecessor, Cooperative Images, Inc., on May 5 1998. An
oral argument is scheduled for April 17, 2001 for the Petition to Open and/or
Strike Judgment by Confession and to Stay Execution.
                                                               Page F-30.
<PAGE>

                         thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 16 - CONTINGENCIES AND COMMITMENTS (Continued):

Legal Proceedings (Continued):
------------------------------
On September 5, 2000, a complaint was filed in the United States District
Court Middle District of Pennsylvania (Case #3:CV-00-1577) on behalf of a
prior employee, regarding termination of an employment contract and
discrimination.  The complaint seeks unspecified amounts including punitive
damages plus interest, and attorney's fees.  An answer to Plaintiff's
Complaint and Affirmative Defenses was filed by the Company on December 26,
2000.
This litigation is currently in the discovery stage.

On September 22, 2000, a complaint was filed in the Superior Court of
California, County of San Francisco (Case #311644) on behalf of a patient,
against a surgeon and the Company, regarding complications with the patient's
surgery, the competence and negligence of the surgeon, and alleged
misrepresentations by the surgeon and the Company.  In a settlement demand
dated August 9, 2000, the patient sought $750,000.  The complaint seeks
unspecified amounts including punitive damages plus interest and attorney's
fees.  While the Company plans to defend vigorously its position, if
necessary, the Company believes that it can enforce its management agreement
with the doctor where the doctor and the Company agreed to indemnify, hold
harmless, and agreed to defend each other against claims arising out of
negligence, or fault, or the performance of obligations under the management
agreement.

There is litigation presently pending against the Company in the Circuit Court
of Cook County, Illinois, County Department, Law Division(Case #00L 010329),
on behalf of a patient, against a surgeon and the Company, regarding
complications with the patient's surgery, the competence and negligence of the
surgeon, and alleged misrepresentations by the surgeon and the Company.

There is litigation presently pending against the Company in the Circuit Court
for the County of Oakland in the State of Michigan(Case #00-019974-NH), on
behalf of a patient, against a surgeon and the Company, jointly and
separately, as defendants.

A complaint was filed against the Company by a former employee, with the
Pennsylvania Human Relations Commission (Case #E-98138-D) and dually filed
with the Equal Employment Opportunity Commission (Case #17FA11349).  The
Complaint alleges gender discrimination, sexual harassment and retaliation.


                                                                    Page F-31.
<PAGE>


                         thatlook.com, Inc. and Subsidiaries
                          -----------------------------------
                     Notes to Consolidated Financial Statements
                     ------------------------------------------
                             December 31, 2000 and 1999
                             --------------------------

NOTE 16 - CONTINGENCIES AND COMMITMENTS (Continued):

Legal Proceedings (Continued):
------------------------------
In addition to the above, the Company is party to several pending and/or
threatened legal proceedings and claims.  Although the outcome of all of the
above proceedings and other pending proceedings cannot be determined with
certainty at this time, the Company's general counsel and management are of
the opinion that provisions made for potential losses are adequate and any
further liabilities and costs should not have a material adverse effect on the
Company's results of operations or financial position.

                                                                    Page F-32.

<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.

                                         thatlook.com, Inc.


Date: June 4, 2001                       /s/ Lawrence T. Simon
      ------------                       ---------------------
                                         Lawrence T. Simon
                                         Chairman of the Board
                                         of Directors, Director

Date: June 4, 2001                       /s/ Gerard A. Powell
      ------------                       ---------------------
                                         Gerard A. Powell
                                         President, Director,
                                         Chief Executive Office

Date: June 4, 2001                       /s/ Saul S. Epstein
      ------------                       ---------------------
                                         Saul S. Epstein
                                         Director

Date: June 4, 2001                       /s/ Marvin P. Metzger
      ------------                       ----------------------
                                         Marvin P. Metzger
                                         Chief Financial Officer