SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 50549

                                   Form 10-KSB
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the transition period from _______ to ____________

      Commission file number 0-26626
                              KnowledgeBroker, Inc.
-------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                                     Nevada
-------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   84-0856578
-------------------------------------------------------------------------------
                      (I.R.S. Employer identification No.)

                      13295 Mira Loma Road, Reno, NV            89511
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               (Address of principal executive offices)         (Zip Code)

Issuer's telephone number: (775) 852-5711

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

Securities registered under Section 12(g) of the Exchange Act: None

                               Title of each class

                                  Common Stock


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports. Yes       No X
                                                                ----     ---

Check if 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 referenced in Part III of this Form
10-KSB or any amendment to this Form 10-KSB [ ]

State issuer's revenues for its most recent fiscal year $690,628

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of April
13, 2000. $117,719

State the number shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date 10,531,771



<PAGE>


Item 1. Business

Background

KnowledgeBroker, Inc., or KBI, was originally formed as a California corporation
in March 1992 to provide help desk functions relating to personal computers for
Fortune 1000 companies. KBI develops, sells and maintains informational
databases to provide on-line computer hardware and software applications
support.

On April 28, 1995, the registrant, then named Overthrust Oil Royalty
Corporation, entered into an agreement to acquire all of the issued and
outstanding stock of the California corporation. At the time registrant was
public but was not reporting. In connection with this transaction, Overthrust
Oil Royalty Corporation, the registrant, was reincorporated in Nevada by means
of a merger with and into a newly-formed Nevada corporation which was
accomplished by a merger with the California corporation, KBI. Simultaneously
with this reorganization, which was effected on May 23, 1995, the registrant's
name was changed to KnowledgeBroker, Inc. Approximately 96% of the registrant's
issued and outstanding shares were issued to stockholders of the California
corporation.

The registrant was formed in 1981 and engaged in the oil and gas business. In
1982 the registrant completed a public offering but in 1986 the Company filed
for protection pursuant to Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the District of Utah. On February 15, 1995, the
Bankruptcy Court entered its final order discharging the registrant and,
immediately prior to the completion of the merger of the registrant with the
California corporation described above, the registrant had no assets or
liabilities.

KnowledgeBroker, Inc.

KnowledgeBroker, Inc. ("KBI" or the "Company") is a supplier of knowledge
distribution services and technology and provides a full range of technical
computer support products and services to internet portals, large corporate
workplaces, small businesses and individual users. KBI operates HelpNET 800
Service, a live, 24-hour multi-vendor, technical computer support outsourcing
bureau for major hardware and software OEMs, computer retailers and
corporations. E-Commerce and the Internet have provided substantial new
opportunities for the Company to expand its services and products. E-Commerce
services include external customer assistance for the thousands of new
businesses that are learning to conduct business on the Internet, and that have
a critical need for the technical expertise that the Company has developed over
the years.

The Company's technical support content and many of the Company's programs and
products can now be sold over the Internet. The World Wide Web provides
substantial exposure for many of the Company's services directed at businesses.
The Company has also received requests from major warranty providers to chain
stores such as CompUSA, and from sellers of hardware and software on the
Internet such as MicroLeague, to supply technical advice to assist in the sales
process; to provide critical information needed to finalize a sale, which will
<PAGE>

be delivered via e-mail, phone and also by net chat online. CommerceNet says
online shopping (E-commerce) is up over 80% in just the last 9 months.
KnowledgeBroker continues to receive inquiries from the information technology
industry about its products and services, clearly reflecting the growing need
for reliable expertise in technical support areas.

The Company has developed a database of more than 55,000 frequently asked
questions regarding hardware and software problems, which have been developed
over the past 8 years as a result of more than 1,500,000 phone calls to its call
center. As new hardware and software products come into the marketplace, the
database constantly grows and evolves to more accurately deliver a correct and
rapid response to the customer. Through a multi-level technical writing and
verification process using its own software tools, the database of the Company
continues to grow, fueled by each customer inquiry that requires a new entry and
response. The Company therefore has a substantial amount of available data,
which grows and adds value daily making it an emerging leader in the Help
Desk/Support Industry.

THE INDUSTRY

Every computer user has had a computer problem. The Help Desk industry, defined
as internal and external computer support services and necessary software tools,
is regarded as one of the fastest growing segments in the information technology
field by Wall Street. According to International Data Corporation (IDC), the
information technology industry's most comprehensive resource on worldwide IT
markets,

o 20 billion dollars was spent in 1998 on software customer and technical
  support.
o Sales of problem resolution technology, a KBI niche market, were $139 million
  in 1997.
o These are projected to increase to $657 million by 2001 -- a nearly 500%
  increase.
o Revenues are projected to rise into the billions of dollars within the next
  few years.

Companies in this sector are already receiving higher than market average
valuations in the stock market. KnowledgeBroker, Inc. is becoming recognized as
a leader in the technical support field and, the company believes, a leading
supplier of technology and services.

The Company develops and markets Internet software and solutions, technical
support information used as Internet content, Knowledge Management Software and
operates a 24-hour phone and Internet technical support Help Desk worldwide.
Customers expect to be able to chose their medium for tech support: telephone,
fax, e-mail or the Internet. The Aberdeen Group estimates that, by 2002,
companies will receive over 50% of all general customer support contacts and
inquiries over the Web and through e-mail messages and other Web-based forms.
According to Nielsen Media, the number of Internet users in the US and Canada is
up to 92 million.
<PAGE>

The Help Desk industry is undergoing considerable consolidation. In this market
environment KBI is a likely target for acquisition. Conversely KBI's complete
Help Desk and Knowledge Management software line provide the technical
infrastructure needed to bring other small, complementary companies into the KBI
organization. This can be via joint venture, merger or acquisition. Small
software or service providers in specialized business areas are likely
candidates. Examples might be training companies for specialized enterprise
software and support bureaus which specialize in medical software or legal
software. Value would be added by the use of KBI software tools, a new revenue
stream from the resale of the new knowledge after it had been `productized' and
the value of public market multiples for these typically private firms.

MAJOR CONTRACT BREAKTHROUGHS

Recently the Company has been recognized for its ability to deliver swift and
accurate customer help and support with major contracts to supply services or
products to companies such as Intel, Philips Electronics/Origin in the
Netherlands, EarthWeb and others. The Company's customer list includes AST,
ATT-UK, CNET, Compaq Computers, CompUSA, Weyerhauser Corp., Ziff-Davis, GTE,
IBM, Oracle UK and many others.

NEW PRODUCTS

ASK.ME Pro 3.0, the Company's professional stand alone help desk software, is a
robust Knowledge Management tool that makes it easy for companies to capture
important information about any aspect of their business, format this
information into a professional KnowledgeBase, and then access this information
using a powerful search engine. ASK.ME Pro can be used by virtually any
industry. Company information can be exported to a wide variety of formats and
used for Internet and telephone support. In addition, the Company has a database
with more than 55,000 prepackaged solutions to problems with software, hardware,
systems and the Internet that can be licensed to run in this product.

The Company is also poised to launch HelpHunter, its first solutions program
aimed at the general public. Combining a simple and fun CD-based software
program with Internet and telephone back-up, this new and creative solutions
program tailors the capability of the Company's database to the level of
understanding of the average computer user. HelpHunter has aroused serious
interest on the part of several OEMs and major Information Technology companies
because of its potential to lower support costs by providing end users with
just-in-time answers to key questions.

INTERNET BASED SOLUTIONS

The Company has now integrated all of its solutions and database response
systems into a seamless and automatically coordinated network that works online
- ASK.ME OnLine (AMOL). The customer, whether in a high-tech corporate setting
or a consumer at home using HelpHunter, has the ability to type in a brief
description of the problem at hand.
<PAGE>

Using the resources of its database, the Company's automated system provides an
immediate set of possible solutions directly to the user's computer screen. If
the problem remains unsolved, the user can use e-mail, Internet chat or
telephone options. The Company's Call Center in Dallas has a full staff of
technical experts available at any time, day or night. When a new problem is
addressed and solved, it automatically becomes part of the database, which will
send back the solution online the next time another customer experiences the
same problem. The Company is now in the process of adding additional services
and solutions geared specifically to the E-Commerce sector of the Internet. This
will allow most of the Company's products priced under $10,000 to be purchased
directly over the Internet. This will increase customer satisfaction and
decrease the cost of KBI product sales.

COMPETITION

There are numerous providers of help desk services that provide services through
call centers and on-line help services. Management of the Company believes that
this market is highly fractured with no large or dominant entity. Many large
providers of personal computers and computer related hardware and software
frequently furnish these services internally and Management of the Company
believes that these entities are potential clients for the Company's software
products and services.

EMPLOYEES

The Company employees five people in its help desk services in Carrollton, Texas
and another three individuals that are executives or marketing. Additional
resources are brought in on an outsourcing basis as needed.

Item 2. Description of Property.

         The Company's main operating facility is located in Carrollton, Texas.
The Carrollton facility covers approximately 3,500 square feet and the monthly
rent is $3,580. The lease commenced October 16, 1995 and is for a term of five
years. The Company's principal executive offices are located in Reno, Nevada and
it also has operations in South Pasadena, California.

Item 3. Legal Proceedings.

On May 30, 2000 Software Affiliates Company filed an Affidavit of Foreign
Judgment in the Second Judicial District Court of the State of Nevada in and for
the Court of Washoe against KnowledgeBroker, Inc. This affidavit was filed to
enforce a default judgment entered in the Superior Court of the State of
California for the County of Los Angeles against KnowledgeBroker, Inc. in the
amount of $982,580.62. The California judgment may be challenged on numerous
procedural and substantive grounds and arises from litigation originally filed
against Software Affiliates Company by KnowledgeBroker, Inc. for nonpayment of a
receivable owed by Software Affiliates Company.
<PAGE>


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

Not applicable

                                      PART II

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

The Company's common stock is listed over the counter and is traded under the
symbol KBIZ.

The following table set forth the high and low bid and cash prices of the
Company's Common Stock for each calendar quarter in 2000 and 1999 as reported by
NASDAQ:

2000                           Ask                            Bid

                        High          Low              High          Low

First Quarter           1.5          0.00             0.438         0.00
Second Quarter          1.125        0.00             0.188         0.00
Third Quarter           0.75         0.00             0.125         0.00
Fourth Quarter          0.62         0.3              0.188         0.125



1999                           Ask                            Bid

                        High          Low              High          Low

First Quarter           0.5625       0.375            0.250         0.125
Second Quarter          1.3125       0.375            0.75          0.250
Third Quarter           1.000        0.250            0.750         0.125
Fourth Quarter          0.5625       0.5625           0.125         0.125



As of April 13, 2001, there were approximately 640 holders of record of the
Company's common stock, according to the records provided by the transfer agent.


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

General

The Company's results of operations are strongly affected by the size and timing
of contracts for support desk services and software sales. Contracts for the
Company's Support desk services are often tied to the introduction of a new
computer product for which support will be required as the new product is
introduced and for a period of time thereafter. In other instances the Company
will have agreements for Support desk services that are not so much based on a
particular product but require more general support for personal computers and
that rely upon the Company's data base. Revenues for Support desk services,
accordingly, often fluctuate significantly. The direct personnel costs for
Support desk services also have to be managed carefully and fluctuate
significantly, depending upon the volume of calls generated by the Support desk
services.
<PAGE>

Software sales, which include sales and licensing of the Company's AskMe Pro and
KnowledgeBases, also fluctuate significantly. However, the gross margins for
software sales and licensing are significantly larger than for Support desk
services.

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

The Company incurred a loss $1,246,208 in fiscal 2000. The most significant
factor in this loss was a default judgment entered against the Company in the
amount of $982,581.

In fiscal 2000 the Company continued to restructure its operations resulting in
a decrease in revenues from $1,261,823 in 1999 to $690,500 in 2000. The decrease
in revenues in fiscal 2000 occurred in both software sales and Support desk
services with Support desk services revenues declining from $660,548 in 1999 to
$213,872 in 2000 and software sales declining from $601,275 in 1999 to $476,628.
The Company has begun to emphasize software sales because of that product's
greater margins although the Company continues to sell Support desk services.

Selling, general and administrative expenses declined in 2000 to $627,018 from
$772,590 reflecting a reduction in selling expenses.

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

Revenues for the year ended December 31, 1999, decreased almost $72,000, to
$1,261,823 from $1,332,921 for the year ended December 31, 1998. Revenues for
Support desk services were up strongly in the first quarter of 1999 largely as
the result of the introduction of products in the holiday season required
support in the first quarter, something that did not occur in the first quarter
of 1998. These revenues did not continue through the rest of the year resulting
in a decline in Support desk services to $660,548 in 1999 from $813,859 in 1998,
a decline of $153,311. Because of the cost of Support desk services, the Company
determined to reduce Support desk services and emphasize Sales and licensing
revenues in 1999. Sales and licensing revenues increased in 1999 about $82,000
to $601,275 from $519,062 in 1998.

Gross profit decreased in the later period to $853,731 from $873,274, or almost
$20,000. Gross profit on Support desk services declined in 1999 when compared to
1998 by approximately $100,000 largely because the Company incurred losses in
connection with the deemphasis of Support desk services.

The Company enjoyed an operating profit in 1999 of $46,984 compared to an
operating loss in 1998 of $151,824. The profit is largely attributable to
declining Selling, general and administrative costs in 1999 resulting from lower
management support levels required for Support desk services.
<PAGE>

Liquidity and Capital Resources

The Company's operating capital has been provided by operations, the issuance of
stock, bank lines of credit and Director's loans. The Company's long-term
continuation depends upon its ability to generate profits. Because the Company's
losses have largely been funded with debt, its ongoing ability to survive will
depend upon its ability to increase revenues. The Company's emphasis upon
software and license revenues makes cash flows less even because revenues are
tied to large sales rather than continued, daily services. The judgment against
the Company, while being contested could result in the Company's ceasing to
operate.

Item 7. Financial Statements.

The response to this item is submitted as a separate section of this Form 10-K.
See "Item 13. Exhibits, Financial Statements and Reports on Form 8-K."


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

None


<PAGE>


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

        The following tables sets forth certain information about the directors
and executive officers of the Company. All directors of the Company hold office
until the next annual meeting of shareholders or until their successors have
been elected and qualified. Executive officers of the Company are elected by the
Board of Directors to hold office until their respective successors are elected
and qualified.

         Name             Age          Positions(s)
         ----             ---          ------------

Brad Stanley              51           President, Treasurer and Director

Sharon Stanley            61           Finance Director, Secretary and Director

Gail Wetmore              54           Vice President and Director

        Set forth below is a description of the backgrounds of the executive
officers and directors of the Company.

        Brad Stanley has served as the President, Secretary and director of the
Company since the transaction with KBI in April 1995. Prior to such transaction,
Mr. Stanley had served as the President, Chief Executive Officer and director of
KBI since May 1992, and as Chairman of the Board since October 1992. Mr. Stanley
was also involved in the development of the predecessor business of KBI before
its incorporation. Prior to founding KBI, Mr. Stanley was involved in building
knowledge distribution technologies while employed in several positions by GTE
for over ten years, where he worked closely with support desks and expert
systems to continually refine support technology. Mr. Stanley was selected to
head the GTE TELOPS National Advanced Technology Group. Before his involvement
with the National Advanced Technology Group, Mr. Stanley was employed by GTE in
various other capacities, including computer programming and systems analysis,
where his responsibilities included developing organizational structures,
products and services for start-up and other organizations. Brad Stanley and
Sharon Stanley are husband and wife.

        Sharon Stanley has been Finance Director of the Company since 1995 and
became a director and Secretary of the Company in April 1999. Prior to joining
the Company in 1995, Ms. Stanley was Senior Vice President of Human Resources of
Chiat/Day Advertising, an international advertising agency. Ms. Stanley joined
Chiat/Day in 1975. Sharon Stanley and Brad Stanley are husband and wife.
<PAGE>

        Gail Wetmore has served as Marketing Director of the Company since
February of 1995. She became a Director and Vice President of the Company in
April 1999.

        The Company's Bylaws provide that directors may be receive compensation
for their services and reimbursement for their expenses as the Board of
Directors may establish by resolution. This right has not been exercised.

Item 10. Executive Compensation.

        The following table sets forth the cash and non-cash compensation paid
by KBI to its President and Executive Vice President for the fiscal years ended
December 31, 2000, 1999, and 1998. No other officers or directors received cash
or non-cash compensation in excess of $100,000 for the fiscal years ended
December, 2000, 1999 and 1998.


Name and Principal Position                 Year             Annual Compensation
Brad Stanley, President                     2000             $125,000(1)
                                            1999             $125,000(2)
                                            1998             $135,000(3)

(1) Includes $21,250 in cash and a 12% note of $103,750, interest payable
    quarterly in Company common stock or cash, due June 2001.
(2) Includes $53,750 in cash and an 18.0% note of $71,250, interest payable in
    102,600 shares of Company common stock at $0.125 per share, due June 2001.
(3) Includes $60,000 in cash and 89,041 shares of the Company's stock with each
    share valued at $1.25 per share.

   The Company has entered into an employment letter with Mr. Stanley which
provides for an annual salary commencing on April 28, 1995 of $125,000 for the
first year, $140,000 for the second year, $150,000 for the third year and
thereafter as may be agreed by the Company and Mr. Stanley. The employment
letter also provides that Mr. Stanley will be entitled to receive a cash bonus
in accordance with a specified formula and to receive options to purchase shares
of Common Stock as the Board of Directors may determine from time to time. The
employment letter also provides that the Company will furnish Mr. Stanley with
an automobile and pay all gas and maintenance on such automobile. The employment
letter may be terminated at any time for any reason by the Company or Mr.
Stanley by giving 14 days advance notice. The employment letter will terminate
upon Mr. Stanley's death or disability, or if the Company terminates Mr. Stanley
for just cause.

   Because results of operations were not strong, Mr. Stanley reduced his
compensation to $125,000 in 1997. The contract has been extended through the
year 2002.

1995 Stock Compensation Plan

   As a performance incentive and in order to encourage ownership of Common
Stock, the Company has adopted its 1995 Stock Compensation Plan (the "Plan").
<PAGE>

900,000 shares of Common Stock have been reserved for issuance under the Plan
pursuant to the exercise of options or the grant of restricted stock awards. As
of August 7, 1995, the Company had granted options to acquire an aggregate of
607,750 shares of Common Stock, none of which had been exercised. Unless
extended or earlier terminated, the Plan will terminate on the day prior to the
tenth anniversary of its effective date. The Plan is intended to qualify for
favorable treatment under Section 16 of the Securities Exchange Act of 1934, as
amended, pursuant to Rule 16b-3 promulgated thereunder ("Rule 16b-3").

   The Plan provides for the grant of "incentive stock options," as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
nonqualified stock options and restricted stock awards (collectively referred to
as "Awards"). The Plan will be administered by a committee of the Board of
Directors (see "Committee"), which will consist of two or more directors of the
Company who are deemed "disinterested" within the meaning of Rule 16b-3. The
Committee has, subject to the terms of the Plan, the sole authority to grant
Awards under the Plan (other than to members of the Committee), to construe and
interpret the Plan and to make all other determinations and take any and all
actions necessary or advisable for the administration of the Plan. All of the
Company's employees, the members of the Committee and advisors are eligible to
receive Awards under the Plan, but only employees of the Company are eligible to
receive incentive stock options.

   Options will be exercisable during the period specified in each option
agreement and will be exercisable in accordance with a vesting schedule to be
designated by the Committee. Restricted stock awards will give the recipient the
right to receive a specified number of shares of Common Stock contingent upon
remaining a Company employee for a specified period, as determined by the
Committee. Notwithstanding the provisions of any option agreement or restricted
stock agreement, options will become immediately exercisable and all
restrictions will immediately lapse with respect to any award of restricted
stock in the event of a change or threatened change in control of the Company
and in the event of certain mergers and reorganizations of the Company. No
option will remain exercisable later than ten years after the date of grant. In
addition, options may be subject to early termination within a designated period
following the optionee's cessation of service with the Company.

   The aggregate fair market value of Common Stock with respect to which
incentive stock options are exercisable for the first time by any individual
during any calendar year may not exceed $100,000. The exercise price for
incentive stock options granted under the Plan may be no less than the fair
market value of the Common Stock on the date of grant (or 110% in the case of
incentive stock options granted to employees owning more than 10% of the Common
Stock). The exercise price for nonqualified stock options granted under the Plan
will be in the discretion of the Committee.

   The exercise price for any option may be paid (i) in cash, (ii) by certified
or cashier's check, (iii) if permitted by the Committee, in shares of Common
Stock valued at the then fair market value thereof, (iv) if permitted by the
Committee, by cash or certified or cashier's check for the par value of the
<PAGE>

shares plus a promissory note for the balance of the purchase price, which note
must provide for full personal liability of the maker and will contain such
terms and provisions as the Committee may approve, including without limitation
the right to repay the note partially or wholly with Common Stock, (v) by
delivery of a copy of irrevocable instructions from the participant to a broker
or dealer, reasonably acceptable to the Company, to sell certain of the shares
purchased upon exercise of the option or to pledge them as collateral for a loan
and promptly deliver to the Company the amount of sale or loan proceeds
necessary to pay such purchase price or (vi) in any other form of valid
consideration, as permitted by the Committee in its discretion.

   The Plan provides that, immediately and automatically upon his initial
election or appointment to the Board of Directors, each non-employee director
will receive a nonqualified stock option to purchase 5,000 shares of Common
Stock. In addition, each non-employee director will receive a nonqualified stock
option to purchase 1,000 shares of Common Stock on the date of each annual
meeting of stockholders of the Company subsequent to his initial election as a
director by the stockholders of the Company. Each such option (i) entitles the
non-employee director to purchase shares of Common Stock at an exercise price
equal to the fair market value of the Common Stock on the date of grant, (ii) is
immediately exercisable and (iii) will have a term of ten years. Except for such
automatic grants, non-employee directors will not be eligible to receive Awards
under the Plan.

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

   The following table sets forth certain information as of December 31, 2000
with regard to the beneficial ownership of Common Stock by (i) each person known
to the Company to be the beneficial owner of 5% or more of its outstanding
Common Stock, (ii) by the officers, directors and key employees of the Company
individually, and (iii) by the officers and directors as a group.

Name                                   Number of shares Owned         Percent

Brad Stanley                           7,133,618(1)                   72.2%
13295 Mira Loma Road
Reno, Nevada, 89511

Brad and Sharon Stanley, J. Ten.         246,400                       2.5%
13295 Mira Loma Road
Reno, Nevada, 89511

Sharon Stanley                           134,813(2)                    1.4%
13295 Mira Loam Road
Reno, Nevada, 89511

Gail Wetmore                              92,100(3)                    0.9%
1003 Diamond, Suite 206
South Pasadena, CA 91030
<PAGE>

All directors and executive officers
as a group (3) people                  7,606,931                      77.0%

(1) Excludes 207,534 shares owned by an affiliate of Sharon Stanley of which
Brad Stanley is an officer and excludes 15,000 shares owned by Sharon Stanley
and 10,000 shares owned by a child of Brad Stanley. Mr. Stanley disclaims
beneficial ownership in these shares.

(2) Excludes 7,133,618 shares owned by Brad Stanley as to which Sharon Stanley
disclaims beneficial ownership.

(3) Excludes 17,940 shares owned by husband and 2,000 shares owned by daughter
as to which Ms. Wetmore disclaims beneficial ownership.

Item 12. Certain Relationships and Related Transactions.

      The Company has a $250,000 line of Credit with Union Planter Bank. This
line is secured by the Company's Accounts Receivable and assets. Subsequent to
December 31, 2000 the line of credit was converted to a note. In addition, Brad
Stanley and Sharon Stanley have personally guaranteed this line of credit and
have additionally secured the line of credit with a $50,000 certificate of
deposit. Neither of the Stanley's have been compensated for guaranteeing or
securing this line of credit.

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

(a) Financial Statements

The following financial statements are included herewith:

                                                                  Page

    Report of Independent Certified Public Accountants            F-2
    Balance Sheets as of December 31, 2000 and 1999               F-3
    Statements of Operations for the years ended
        December 31, 2000 and 1999                                F-5
    Statements of Stockholders' Deficit for the years
        ended December 31, 2000 and 1999                          F-6
    Statements of Cash Flows for the years ended
        December 31, 2000 and 1999                                F-7
    Notes to Financial Statements                                 F-8

(b) Reports on Form 8-K

         None

<PAGE>
                              KNOWLEDGEBROKER, INC.

                                TABLE OF CONTENTS




                                                                         Page

Report of Independent Certified Public Accountants                       F-2

Balance Sheets as of December 31, 2000 and 1999                          F-3

Statements of Operations for the years ended
December 31, 2000 and 1999                                               F-5

Statements of Stockholders' Deficit for the years
ended December 31, 2000 and 1999                                         F-6

Statements of Cash Flows for the years ended
December 31, 2000 and 1999                                               F-7

Notes to Financial Statements                                            F-8





































                                       F-1


<PAGE>


                        Killman, Murrell & Company, P.C.
                          Certified Public Accountants

505 N. Big Spring, Suite 603   1931 E. 37th, Suite 7      14810 Le Grande Drive
   Midland, Texas  79701         Odessa, Texas 79762       Addison, Texas 75001
      (915) 686-9381           (915) 363-0067/550-4910        (972) 991-9324
    Fax (915) 684-6722           Fax (915) 363-0376       Fax (972) 991-9323


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Shareholders
KnowledgeBroker, Inc.
Reno, Nevada 89510


We have audited the accompanying balance sheets of KnowledgeBroker, Inc., (a
Nevada corporation) as of December 31, 2000 and 1999, and the related statements
of operations, stockholders' deficit, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of KnowledgeBroker, Inc. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





Killman, Murrell & Company, P.C.
Dallas, Texas
April 12, 2001








                                       F-2


<PAGE>

                              KNOWLEDGEBROKER, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 2000 AND 1999

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                         2000               1999
                                                                                    -------------      -------------
CURRENT ASSETS
<S>                                                                                 <C>               <C>
   Cash and Cash Equivalents                                                        $     40,529      $      44,027
   Marketable Securities                                                                  44,165             51,504
   Accounts Receivable - Trade, net of allowance for doubtful accounts
     of $5,000 in 2000 and 1999                                                          171,950            102,111
   Prepaid Expenses                                                                            -             18,157
                                                                                    ------------      -------------

              TOTAL CURRENT ASSETS                                                       256,644            215,799
                                                                                    ------------            -------

PROPERTY AND EQUIPMENT - Note 2                                                          313,353            311,469
   Less Accumulated Depreciation and Amortization                                       (290,211)          (270,193)
                                                                                    ------------           --------

              NET PROPERTY AND EQUIPMENT                                                  23,142             41,276
                                                                                    ------------      -------------

OTHER ASSETS                                                                               3,089              3,089
                                                                                    ------------      -------------

                                                                                    $    282,875      $     260,164
                                                                                    ============      =============
</TABLE>

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
<TABLE>
<CAPTION>

CURRENT LIABILITIES
<S>                                                                                 <C>               <C>
   Lines of Credit - Note 3                                                         $     250,000     $     255,000
   Stockholder Notes Payable - Note 3                                                     365,685            20,000
   Accounts Payable                                                                       116,282            86,269
   Accrued Expenses - Notes 4 and 10                                                      990,771           106,689
   Deferred Income                                                                         89,015           168,455
                                                                                    -------------     -------------

              TOTAL CURRENT LIABILITIES                                                 1,811,753           636,413
                                                                                    -------------     -------------

COMMITMENTS AND CONTINGENCIES - Notes 4 and 9                                                   -                 -

STOCKHOLDERS' DEFICIT
   Preferred Stock, $0.01 par value, 5,000,000 shares authorized,
     none issued                                                                                -                 -
   Common Stock, $0.01 par value, 25,000,000 shares authorized,
     10,531,771 and 9,624,690 shares issued in 2000 and 1999,
respectively                                                                              105,318            96,247
   Additional Paid-In Capital                                                           1,347,222         1,262,213
   Retained Deficit                                                                    (2,971,247)       (1,725,039)
   Treasury Stock, at cost, 40,000 and 35,000 shares,
     in 2000 and 1999, respectively                                                       (10,171)           (9,670)
                                                                                    -------------     -------------

              TOTAL STOCKHOLDERS' DEFICIT                                              (1,528,878)         (376,249)
                                                                                    -------------     -------------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                  DEFICIT                                                           $     282,875     $     260,164
                                                                                    =============     =============
</TABLE>

                          The accompanying notes are an
                   integral part of these financial statements
                                       F-3


<PAGE>


                              KNOWLEDGEBROKER, INC.

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                                         2000               1999
                                                                                    -------------      -------------

REVENUES
<S>                                                                                <C>                <C>
   Support Desk Services                                                           $      213,872     $     660,548
   Software Sales                                                                         476,628           601,275
                                                                                   --------------     -------------

              TOTAL REVENUE                                                               690,500         1,261,823

DIRECT PERSONNEL COST OF SUPPORT DESK SERVICES
   AND SOFTWARE SALES                                                                     229,960           408,092
                                                                                   --------------     -------------

              REVENUES, NET OF DIRECT COSTS                                               460,540           853,731
                                                                                   --------------     -------------

EXPENSES
   Selling, General and Administrative                                                    627,018           772,590
   Accrued Summary Judgment                                                               982,581                 -
   Depreciation and Amortization                                                           20,018            35,610
                                                                                   --------------     -------------

              TOTAL EXPENSES                                                            1,629,617           808,200
                                                                                   --------------     -------------

              OPERATING (LOSS) INCOME                                                  (1,169,077)           45,531

OTHER INCOME (EXPENSE)
   Interest and Other Income                                                                9,279            32,965
   Interest Expense                                                                       (79,484)          (31,512)
   Unrealized Loss on Marketable Securities                                                (6,926)                -
                                                                                   --------------     -------------

INCOME (LOSS) BEFORE INCOME TAX                                                        (1,246,208)           46,984

INCOME TAX - Note 6                                                                             -                 -
                                                                                   --------------     -------------

NET (LOSS) INCOME                                                                  $   (1,246,208)    $      46,984
                                                                                   ==============     =============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                                                   9,679,585         9,624,690
                                                                                   ==============     =============

NET (LOSS) INCOME PER COMMON SHARE                                                 $        (.13)     $        .00
                                                                                   =============      ============
</TABLE>











                          The accompanying notes are an
                   integral part of these financial statements
                                       F-4

<PAGE>


                              KNOWLEDGEBROKER, INC.

                       STATEMENTS OF STOCKHOLDERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                    Common Stock             Paid-In-         Retained     Treasury
                                               Shares           Amount        Capital        (Deficit)       Stock        Total
                                             ------------       ------      -----------    -------------   -----------  ------------

BALANCE,
<S>                                             <C>           <C>           <C>            <C>             <C>          <C>
  DECEMBER 31, 1998                             9,624,690     $   96,247    $1,262,213     $(1,772,023)    $   (4,099)  $  (417,662)

      Purchase of 24,000 shares
        of Treasury Stock                               -              -             -               -         (5,571)       (5,571)


      Net Income - 1999                                 -              -             -          46,984              -        46,984
                                              -----------     ----------    -----------    -------------   -----------   -----------


BALANCE,
  DECEMBER 31, 1999                             9,624,690         96,247    $1,262,213      (1,725,039)        (9,670)     (376,249)


      Issuance of Common Stock
         for Interest - Note 7                    405,675          4,057        44,273               -              -        48,330


      Issuance of Common Stock
         for Compensation - Note 7                501,406          5,014        40,736               -              -        45,750


      Purchase of 5,000 shares of
         Treasury Stock                                 -              -             -               -           (501)         (501)


      Net Loss - 2000                                   -              -             -      (1,246,208)             -    (1,246,208)
                                              -----------     ----------    -----------    -------------   -----------  ------------


BALANCE,
   DECEMBER 31, 2000                           10,531,771     $  105,318    $1,347,222     $(2,971,247)    $  (10,171)  $(1,528,878)
                                              ===========     ==========    ===========    =============   ===========  ============
</TABLE>
























                          The accompanying notes are an
                   integral part of these financial statements
                                       F-5

<PAGE>


                              KNOWLEDGEBROKER, INC.

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                                         2000               1999
                                                                                    -------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                 <C>                <C>
   Net (Loss) Income                                                                $  (1,246,208)     $     46,984
   Adjustments to Reconcile Net (Loss) Income to Net
     Cash Used by Operating Activities
       Depreciation and Amortization                                                       20,018            35,610
       Stock Issued For Compensation and Interest                                          94,080                 -
       Unrealized Loss on Marketable Securities                                             6,926                 -
     Changes in Assets and Liabilities
       Accounts Receivable                                                                (69,839)          180,205
       Prepaid Expenses                                                                    18,157           (13,972)
       Accounts Payable                                                                    30,013           (34,937)
       Accrued Liabilities                                                                884,082          (179,526)
       Marketable Securities                                                                  413             3,500
       Deferred Income                                                                    (79,440)         (146,812)
                                                                                    -------------      ------------

              NET CASH (USED) BY OPERATING ACTIVITIES                                    (341,798)         (108,948)
                                                                                    -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of Equipment and Furniture                                                   (1,884)           (8,621)
     Purchase of Treasury Stock                                                              (501)           (5,571)
                                                                                    -------------      ------------

              NET CASH (USED) BY INVESTING ACTIVITIES                                      (2,385)          (14,192)
                                                                                    -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Principal Repayments on Lines of Credit                                              (57,000)          (48,842)
     Borrowings Under Lines of Credit                                                      52,000                 -
     Borrowings from Stockholders                                                         345,685            20,000
                                                                                    -------------      ------------

              NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES                                                                      340,685           (28,842)
                                                                                    -------------      ------------

DECREASE IN CASH                                                                           (3,498)         (151,982)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                             44,027           196,009
                                                                                    -------------      ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                            $      40,529      $     44,027
                                                                                    =============      ============

SUPPLEMENTAL DISCLOSURE OF INTEREST AND
   INCOME TAXES PAID DURING THE YEAR
     Interest                                                                       $      27,179      $     31,512
                                                                                    =============      ============
     Income Taxes                                                                   $           -      $          -
                                                                                    =============      ============
</TABLE>







                          The accompanying notes are an
                   integral part of these financial statements
                                       F-6

<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

   KnowledgeBroker, Inc. (a Nevada corporation) ("KBI" or "Company") was
   incorporated on March 27, 1992. The Company provides integrated information
   system "help desk" functions for Fortune 1000 companies throughout the United
   States and develops, sells and maintains informational databases to provide
   on-line computer hardware and software applications support.

Revenue Recognition

   The Company recognizes revenue related to "help desk" support functions in
   accordance with its "standard take or pay" contract with its client companies
   whereby each client company contracts on a "per support call" basis with a
   specified minimum per month. These contracts are billed monthly for the
   duration of the contract. Customer payments made in advance are recorded as
   deferred revenue until earned.

   The Company recognizes revenue related to software sales, royalties, and
   licensing at the point of shipment/billing to the customer other than for
   software sales for which the Company extends a limited evaluation period. For
   these sales, the Company records revenue after the evaluation period has
   expired, based on a historical "actual" acceptance rate.

Product Development Costs and Expenses

   The Company follows the guidelines of Financial Accounting Standards No. 86,
   "Accounting for the Costs of Computer Software to be Sold, Leased or
   Otherwise Marketed", whereby all costs and expenses related to research and
   development, prior to the determination of technological feasibility, as
   defined, are charged to expense. All significant costs incurred for product
   design and development from the point that technological feasibility is
   determined up to the point that the product is available to be sold, leased
   or otherwise marketed are capitalized and are amortized on a straight line
   basis over the estimated useful life of the technology. To date, product
   design and development costs after establishing technological feasibility
   have not been significant to the Company's financial statements and have been
   expensed. Costs for product maintenance, including conversions to different
   operating systems and customer support are charged to expense as incurred.

Financial Instruments and Concentrations of Credit Risk

   In the normal course of business, the Company extends unsecured credit to
   virtually all of its customers. Management has provided an allowance for
   doubtful accounts, which reflects its opinion of amounts which will
   eventually become uncollectible. In the event of complete non-performance of
   accounts receivable, the maximum exposure to the Company is the recorded
   amount on the books.

   The carrying amounts of accounts receivable, accounts payable, and notes
   payable approximate their fair values.

Cash and Cash Equivalents

   The Company considers all cash on hand and in banks, certificates of deposits
   and other highly liquid investments with original maturities of three months
   or less to be cash and cash equivalents.


                                   (Continued)
                                       F-7


<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2000 AND 1999


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Marketable Securities

   In 1999, marketable securities consist of preferred stock issued by a large
   financial institution. The equity securities were classified as "available
   for sale" and are stated at amortized cost, which approximates fair market
   value. Unrealized gains and losses resulting from changes in fair market
   value were reflected as a separate component of stockholders' equity and
   charged or credited to the statement of operations when realized. In December
   2000, the marketable securities were reclassified from "available for sale "
   to "trading" securities in anticipation of the sale of these securities in
   early 2001. Unrealized losses are recognized in the statement of operations
   as of the transfer date.

Property and Equipment

   Property and equipment other than software costs are recorded at the lower of
   cost or estimated fair market value at the date of acquisition. Depreciation
   expense is computed using the straight-line method over the estimated useful
   lives (generally 5 to 7 years) of the related assets. Software purchased for
   internal use is recorded at cost and is amortized on a straight-line basis
   over a five year period.

Income Taxes

   The Company provides for income taxes by utilizing the asset and liability
   approach to financial accounting and reporting for income taxes. Deferred
   income tax assets and liabilities are computed for differences between the
   financial statement and tax basis of assets and liabilities that will result
   in taxable or deductible amounts in the future based on enacted tax laws and
   rates applicable to the periods in which the differences are expected to
   affect taxable income. Valuation allowances are established when necessary to
   reduce deferred tax assets to the amount expected to be realized. Income tax
   expense is the tax payable or refundable for the period plus or minus the
   change during the period in deferred tax assets and liabilities.

Use of Estimates and Assumptions

   Management uses estimates and assumptions in preparing financial statements
   in accordance with generally accepted accounting principles. Those estimates
   and assumptions affect the reported amounts of assets and liabilities, the
   disclosure of contingent assets and liabilities, and the reported amounts of
   revenues and expenses. Actual results could vary from the estimates that were
   used.

Net Income (Loss) Per Common Share

   Net income (loss) per common share is based on the weighted average number of
   common shares outstanding during each respective year. Common stock
   equivalents that would have had an anti-dilutive effect were excluded from
   the calculation.

Advertising Costs

   The Company has the policy of expensing advertising costs as incurred. Total
   advertising costs charged to expense was $500 and $6,835, for the years ended
   December 31, 2000 and 1999, respectively.


                                   (Continued)
                                       F-8

<PAGE>


                             KNOWLEDGE BROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2000 AND 1999


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassifications

   Certain accounts in the prior-year financial statement have been reclassified
   for comparative purposes to conform with the current year presentation.

NOTE 2:  PROPERTY AND EQUIPMENT

   A summary of property and equipment follows:
                                                  2000             1999
                                               ----------         ----------

       Furniture and Fixtures                  $   33,845         $   33,845
       Computer Equipment                         179,825            178,710
       Office Equipment                            20,753             20,520
       Automobiles                                 15,303             15,303
       Software Cost                               63,627             63,091
                                               ----------         ----------

                                               $  313,353         $  311,469
                                               ==========         ==========

NOTE 3:  LINES OF CREDIT AND STOCKHOLDER NOTES PAYABLE
<TABLE>
<CAPTION>

   The Company's notes payable to financial institutions consisted of two lines
   of credit:

                                                                                       2000               1999
                                                                                  ------------        -----------
<S>                                                                               <C>                 <C>
$250,000 line of credit at a bank, at Prime plus 1%(10.5% at December 31, 2000)
   due June 2001, secured by marketable securities, Company assets, and a
   personal guarantee by a stockholder. In February 2001, the marketable
   securities were sold for $43,074 which was applied to the principal.           $   250,000         $ 205,000

$50,000 line of credit at a bank, 5.826%, due by January 2000,
   secured by a stockholder's personal certificate of deposit                               -            50,000
                                                                                  ------------        ----------

                                                                                  $   250,000         $ 255,000
                                                                                  ============        ==========
</TABLE>
<TABLE>
<CAPTION>

The Company's notes payable to stockholders consisted of the following:
                                                                                         2000              1999
                                                                                  --------------      ----------
<S>                                                                               <C>                 <C>
Note payable to a stockholder,  120 day note, renewable upon payment of interest
   of $3,600 payable in 28,800 shares of Company common
   stock  at $0.125 per share, due February 2001                                  $    20,000         $  20,000

18.00% note  payable to a  stockholder,  interest  payable in 102,600  shares of
   Company common stock at $0.125 per share, due June
   2001                                                                                71,250                 -
</TABLE>



                                   (Continued)
                                       F-9


<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2000 AND 1999


NOTE 3:  LINES OF CREDIT AND STOCKHOLDER NOTES PAYABLE (CONTINUED)
<TABLE>
<CAPTION>

                                                                                       2000              1999
                                                                                  --------------      -----------
<S>                                                                               <C>                 <C>
Note payable to a stockholder,  120 day note, renewable upon payment of interest
   of $3,600 payable in 28,800 shares of Company common
   stock  at $0.125 per share, due February 2001                                  $   20,000          $        -

18.00% note  payable  to a  stockholder,  interest  payable  in 7,200  shares of
   Company common stock at $0.125 per share, due January
   2001                                                                                5,000                   -

Note payable to a stockholder,  120 day note, renewable upon payment of interest
   of $3,600 payable in 28,800 shares of Company common
   stock  at $0.125 per share, due February 2001                                      20,000                   -

18.00% note payable to a stockholder, interest payable quarterly in
   Company common stock or cash, due August 2001                                      22,000                   -

18.00% note payable to a stockholder, interest payable quarterly in
   shares of Company common stock or cash due September 2001                          27,000                   -

18.00% note payable to a stockholder, interest payable quarterly in
   Company common stock or cash, due October 2001                                     57,088                   -

12.00% note payable to a stockholder, due December 2001, note was
   repaid in January 2001, interest on the note was waived by
   stockholder                                                                        19,597                   -

12.00% note payable to a stockholder, interest payable quarterly in
   Company common stock or cash, due June 2001                                       103,750                   -
                                                                                  ----------          ----------

                                                                                  $  365,685          $   20,000
                                                                                  ==========          ==========
</TABLE>

NOTE 4:  LITIGATION SETTLEMENT AND ACCRUED EXPENSES

   A summary judgment in the amount of $982,581 was entered against KBI in
   September 2000 and has been accrued in these financial statements. This
   judgment against KBI is being vigorously contested by a countersuit.











                                      F-10


<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2000 AND 1999


NOTE 5:  STOCK OPTIONS AND WARRANTS

   As a performance incentive and in order to encourage ownership of common
   stock, the Company has adopted its 1995 Stock Compensation Plan (the "Plan").
   Accordingly, 900,000 shares of common stock have been reserved for issuance
   under the Plan pursuant to the exercise of options or the grant of restricted
   stock awards. As of December 31, 1995, the Company had granted options to
   acquire an aggregate of 607,750 shares of common stock. No additional options
   have been granted since December 31, 1995. Unless extended or earlier
   terminated, the Plan will terminate on the day prior to the tenth anniversary
   of its effective date.

   On July 24, 1995, the Company issued 9,500 units to one individual at a
   subscription price of $2.25 per unit. Each unit consisted of (i) one share of
   Common Stock, (ii) nine class A warrants which enable the holder to purchase
   one share of Common Stock for each such warrant at a price of $2.00 per share
   for a period of three months after July 24, 1995 unless extended, and (iii)
   ten class B warrants which enable the holder to purchase one share of Common
   Stock for each such warrant at a price of $3.00 per share for a period of
   three months after its issuance unless extended. By corporate resolution, the
   warrant exercise prices for class A and B warrants were reduced to $2.00 and
   $1.00, respectively. As of December 31, 1999, the individual had an aggregate
   of 95,000 class B warrants still available to be exercised. These warrants
   have been extended to December 31, 2001.

NOTE 6:  INCOME TAXES

   Deferred income tax assets and liabilities at December 31, 2000 and 1999
   consist of the following:

                                               2000                 1999
                                           ----------           ----------

Current deferred tax asset                 $   425,543         $    83,200
Current deferred tax liability                       -                   -
Less valuation allowance                      (425,543)            (83,200)
                                           -----------         -----------

Net current deferred tax asset             $         -         $         -
                                           ===========         ===========

Non-current deferred tax asset             $   577,391         $   550,388
Non-current deferred tax liability              (2,924)             (4,702)
Less valuation allowance                      (574,467)           (545,686)
                                           -----------         -----------

Net non-current deferred tax asset         $         -         $         -
                                           ===========         ===========











                                   (Continued)
                                      F-11


<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2000 AND 1999


NOTE 6:  INCOME TAXES (CONTINUED)

   The current deferred tax asset results primarily from the deduction of
   allowances for doubtful accounts for financial reporting purposes to be
   deducted for Federal income tax purposes once written off , revenue deferred
   for financial reporting purposes, and the deduction of accrued summary
   judgments and accrued salaries of greater than 50% owners for financial
   reporting purposes to be deducted for Federal income tax purposes once paid.
   The non-current deferred tax asset results primarily from the benefit of net
   operating loss carryforwards. The non-current deferred tax liability results
   from the use of statutory accelerated tax depreciation and amortization
   methods for Federal income tax reporting purposes.

   The components of federal income tax expense are as follows:

                                        2000                1999
                                     ----------          ---------

Current                              $       -           $       -
Deferred                                     -                   -
                                     ---------           ---------

Total income tax expense             $       -           $       -
                                     =========           =========

   The Company's income tax expense differed from the statutory Federal rate of
   34% in 2000 and 1999 as follows:

                                               2000                1999
                                            ----------          ---------

Statutory rate applied to (loss) income     $ (423,710)         $  15,975
   before income tax expense
Change in income taxes resulting from:
   Nondeductible Expenses                          495                292
   Valuation Allowances                        423,215            (16,297)
                                            ----------          ---------

Total income tax expense                    $        -          $       -
                                            ==========          =========

   Net operating loss carryforwards totaling approximately $1,221,000, which
   begins to expire in 2010, are available to offset the Company's future income
   tax liability.

NOTE 7:  COMMON STOCK AND RELATED PARTY TRANSACTIONS

   Stockholder loans arise in the normal course of business, and are interest
   bearing. Amounts due to stockholders include amounts due for compensation,
   contribution of assets at fair value, and expenses reimbursable to the
   stockholders. During 2000, the Company issued 405,675 shares of common stock
   for interest expense valued at $48,330 and 501,406 shares of common stock for
   compensation valued at $45,750.

   Issuances of common shares for compensation during 2000 were valued at the
   market value of the stock on the respective dates of issuance.




                                   (Continued)
                                      F-12

<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2000 AND 1999


NOTE 8:  ECONOMIC DEPENDENCE

   In 2000, the Company derived approximately 57.5% of its revenue from three
   (3) customers. In 1999, the Company derived approximately 60.9% of its
   revenue from two (2) customers.

   The following customers exceeded 10% of total revenues for their respective
   years:

                                        2000                 1999
                                      ----------           ------
        Microtek Lab, Inc.                  -                 46.9%
        Federal Warranty                 28.2%                   -
        Intel                            11.2%                   -
        Primus Knowledge Solutions       18.1%                14.0%
                                         -----                -----

                                         57.5%                60.9%
                                         =====                =====

NOTE 9:  COMMITMENTS AND CONTINGENCIES

Leases

   The Company leases its office facilities under a long-term operating lease
   agreement. The office lease commenced on October 1, 1995 and expired on
   September 30, 2000 and required monthly rental payments ranging from
   approximately $1,400 to $1,900 over the life of the lease. Since the
   expiration of the lease, the Company leases the space on a month-to-month
   basis. Rent expense for the years ended December 31, 2000 and 1999, amounted
   to $49,174 and $35,043, respectively.

Going Concern

   As reflected in the accompanying financial statements, the Company incurred a
   net loss of $1,246,208 during the year ended December 31, 2000, and as of
   that date, the Company's current liabilities exceeded its current assets by
   $1,555,109 and its total liabilities exceeded it total assets by $1,528,878.
   Those factors, as well as the uncertain conditions that the Company faces
   regarding its loan agreements and availability of operating capital, create
   an uncertainty about the Company's ability to continue as a going concern.
   Management of the Company is developing a plan to reduce its liabilities
   through sales of assets and issuance of additional common stock to certain
   creditors and shareholders. The ability of the Company to continue as a going
   concern is dependent on acceptance of the plan by the Company's creditors and
   the Company's ability to raise sufficient capital to sustain its operations.
   The financial statements do not include any adjustments that might be
   necessary if the Company is unable to continue as a going concern.

NOTE 10:  ACCRUED LIABILITIES

   At December 31, 2000 and 1999, accrued liabilities consisted of the
   following:

                                  2000                 1999
                                ----------           ------
Accrued Salaries                $   2,537           $106,689
Accrued Summary Judgment          982,581                  -
Accrued Interest                    5,653                  -
                                ---------           ---------

                                $ 990,771           $ 106,689
                                =========           =========

                                      F-13







                                   SIGNATURES

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

KnowledgeBroker, Inc.


/s/ Brad Stanley
-----------------------
Brad Stanley, President


/s/ Sharon Stanley
-----------------------
Sharon Stanley, Principal Accounting and Financial Officer

Date: May 4, 2001

       In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

/s/ Brad Stanley                                 Director          May 4, 2001
-----------------------
Brad Stanley

/s/ Sharon Stanley                               Director          May 4, 2001
-----------------------
Sharon Stanley

                                                 Director          May 4, 2001
-----------------------
Gail Wetmore