UNITED STATES

                       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, 1999

[   ] 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
--------------------------------------------------------------------------------
              (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:  $1,261,823

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: 9,624,790



<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
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.

<PAGE>

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.

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. KnowledgeBroker, Inc. now supplies support
software content to Intel's retail support product offering as well as their
worldwide staff of 60,000 persons. 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. 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.

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 Irvine and South Pasadena, California.

Item 3. Legal Proceedings.

In February 1996 the Company settled litigation in which the total amount was
$349,998 of which the Company paid $100,000 in cash and issued 71,428 shares of
stock valued at $3.50. The Company is required to buy back the shares if the
Company fails to offer the opportunity to sell the stock on the open market. The
buy back price is between $3.50 and $5.00 per share.

<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 1998 and 1997 as reported by
NASDAQ:

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



1998                                Ask                            Bid

                             High          Low              High          Low

First Quarter               0.875        0.750            0.312         0.250
Second Quarter              0.875        0.500            0.312         0.250
Third Quarter               0.6875       0.1875           0.0.125       0.03125
Fourth Quarter              0.4375       0.1875           0.03125       0.0125



As of April 13, 2000, 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.

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, 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.

<PAGE>


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.

Year Ended December 31, 1998, Compared to Year Ended December 31, 1997

Revenues for the year ended December 31, 1998, decreased more than $600,000, to
$1,332,921 from $1,944,778 for in 1997. In 1997 the Company began an agreement
with two new significant clients for Support desk services which had been
completed in the second half of 1997. As a result revenues from Support desk
services declined to $813,859 in 1998 from $1,349,444 in 1997. This decline in
revenues from Support desk services was also reflected by a decrease in sales
and license revenues in the 1998 period, a decrease to $519,062 from $595,334.

Gross profit decreased in the later period to $873,274 from $1,144,124 largely
reflecting the large decrease in revenues from Support desk services. The
Company reduced the number of people staffing the Support desk services, but the
needs of the Company to retain a core group of personnel required to meet the
needs of the service resulted in Support desk services personnel amounting to
56% of the revenues generated from Support desk services.

The decrease in gross profit was not sufficient to cover operating expenses,
particularly since the Company had begun to increase its selling and marketing
efforts in the later part of 1997. In 1998 the Company's operating loss was
$108,980 with a net loss of $151,824 and 1997 saw an operating loss of $439,428
and net loss of $789,877. The operating loss in 1997 was affected by a expense
of about $225,000 for salaries in which the compensation was in the form of
stock. The Company's increasing borrowing costs resulted in net interest expense
of $42,844 in 1998.

While the Company incurred an operating loss for 1998, the last six months of
1998 reflected an operating profit of more than $70,000. Net income for the last
six months was more than $30,000 reflecting increasing borrowing costs incurred
for debt that funded earlier operating losses. This change in the last half of
1998 was aided by greater efficiencies in the Support desk services and the
reduction of senior sales and marketing personnel that occurred in the third
quarter.

Liquidity and Capital Resources

The Company's operating capital has been provided by operations, the issuance of
stock and bank lines of credit. 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.

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

                                    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               50         President, Treasurer and Director

         James T. Alexander         45         Executive Vice President, and
                                               Director

         Sharon Stanley             60         Finance Director, Secretary and
                                               Director

         Gail Wetmore               53         Vice President and Director

<PAGE>


         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, Chief Financial Officer,
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.

         James T. Alexander has served as the Executive Vice President,
Assistant Secretary and director of the Company since the transaction with KBI
in April 1995. Prior to such transaction, Mr. Alexander had served as the
Executive Vice President and director of KBI since May 1992. Prior to the
incorporation of KBI, Mr. Alexander was involved in the development of the
predecessor business of KBI. Mr. Alexander also served as West Coast Manager of
Sales for Softool Corporation from 1989 to 1990, as Southwest Regional Sales
Manager for Inference Corporation from 1986 to 1989 and as Account Manager for
Candle Corporation from 1982 to 1986.

         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.

         Gail Wetmore has served as Marketing Director of the Company since
February of 1995. She became a director 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.

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, 1999, 1998 and 1997. No other officers or directors received cash
or non-cash compensation in excess of $100,000 for the fiscal years ended
December, 1999, 1998 and 1997.

Name and Principal Position                 Year             Annual Compensation
Brad Stanley, President                      1999             $125,000(1)
                                            1998              $125,000(2)
                                            1997              $135,000(3)

(1)      Includes $53,750 in cash and $71,250 to be paid in stock in April 2000
         at a value of $0.33 per share.
(2)      Includes $60,000 in cash and 89,041 shares of the Company's stock with
         each share valued at $1.25 per share.
(3)      Includes $60,000 in cash and 84,416 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 2001.

<PAGE>


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"). 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
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 January 14,
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.

<PAGE>


Name                                   Number of shares Owned         Percent

Brad Stanley                               7,133,618(1)                74.1%
13295 Mira Loma Road
Reno, Nevada, 89511

James Alexander                            1,310,596(2)                13.6%
31922 Paseo Cielo
San Juan Capistrano, CA 92675

Sharon Stanley                               134,813(3)                 1.4%
13295 Mira Loam Road
Reno, Nevada, 89511

Gail Wetmore                                  84,600(4)                 0.9%
1003 Diamond, Suite 206
South Pasadena, CA 91030

All directors and executive officers
as a group (4) people                      8,996,957                   90.0%

(1) Excludes 119,813 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 40,000 shares owned by each of Mr. Alexander's children as to which
Mr. Alexander disclaims beneficial ownership.

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

(4) 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. 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-1
    Consolidated Balance Sheets                                          F-2
    Consolidated Statements of Operations                                F-4
    Consolidated Statements of Stockholders' Equity                      F-5
    Consolidated Statements of Cash Flows                                F-6
    Notes to Consolidated 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, 1999 and 1998                 F-3

Statements of Operations for the years ended
December 31, 1999 and 1998                                      F-5

Statements of Stockholders' Deficit for the years ended
December 31, 1999 and 1998                                      F-6

Statements of Cash Flows for the years ended
December 31, 1999 and 1998                                      F-7

Notes to Financial Statements                                   F-9





























                                       F-1


<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
KnowledgeBroker, Inc.

We have audited the accompanying balance sheets of KnowledgeBroker, Inc., (a
Nevada corporation) as of December 31, 1999 and 1998, 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 generally accepted auditing
standards. 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, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.

Killman, Murrell & Company, P.C.
Dallas, Texas
April 6, 2000














                                       F-2


<PAGE>



                              KNOWLEDGEBROKER, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 1999 AND 1998

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                      1999                1998

CURRENT ASSETS
<S>                                                                                <C>                  <C>
    Cash and Cash Equivalents                                                      $  44,027            $196,009
    Marketable Securities                                                             51,504              55,004
    Accounts Receivable - Trade, net of allowance
        for doubtful accounts of $5,000 in 1999 and 1998                             102,111             282,316
    Prepaid Expenses                                                                  18,157               4,185
                                                                                   ---------           ---------

                TOTAL CURRENT ASSETS                                                 215,799             537,514
                                                                                    --------            --------

PROPERTY AND EQUIPMENT - Note 2                                                      311,469             302,848
        Less Accumulated Depreciation and Amortization                              (270,193)           (234,583)
                                                                                    --------            --------

                NET PROPERTY AND EQUIPMENT                                            41,276              68,265
                                                                                   ---------           ---------

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

                TOTAL ASSETS                                                        $260,164            $608,868
                                                                                    ========            ========
</TABLE>
















                                   (Continued)

                          The accompanying notes are an
                   integral part of these financial statements

                                       F-3
<PAGE>


                              KNOWLEDGEBROKER, INC.

                           BALANCE SHEETS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                                     1999                  1998

CURRENT LIABILITIES
<S>                                                                              <C>                  <C>
    Notes Payable - Note 3                                                       $   275,000          $  303,842
    Accounts Payable                                                                  86,269             121,206
    Accrued Expenses - Notes 4 and 10                                                106,689             286,215
    Deferred Income                                                                  168,455             315,267
                                                                                 -----------         -----------
                TOTAL CURRENT LIABILITIES                                            636,413           1,026,530
                                                                                  ----------          ----------

COMMITMENTS AND CONTINGENCIES - Note 4 and 9                                              -                   -
STOCKHOLDERS' DEFICIT

    Preferred Stock, $0.01 par value, 5,000,000 shares authorized                         -                   -
    Common Stock, $0.01 par value, 25,000,000 shares authorized,
        9,624,690 shares issued                                                       96,247              96,247
    Additional Paid-In Capital                                                     1,262,213           1,262,213
    Retained Deficit                                                              (1,725,039)         (1,772,023)
     Treasury Stock, at cost 35,000 and 11,000 shares,
        in 1999 and 1998, respectively                                                (9,670)             (4,099)
                                                                                 -----------        ------------

                TOTAL STOCKHOLDERS' DEFICIT                                         (376,249)           (417,662)
                                                                                 -----------          ----------

                TOTAL LIABILITIES AND STOCKHOLDERS'
                   DEFICIT                                                       $   260,164          $  608,868
                                                                                 ===========          ==========
</TABLE>















                          The accompanying notes are an
                   integral part of these financial statements


                                       F-4
<PAGE>


                              KNOWLEDGEBROKER, INC.

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                      1999                1998

REVENUES
<S>                                                                               <C>                 <C>
    Support Desk Services                                                         $  660,548          $  813,859
    Software Sales                                                                   601,275             519,062
                                                                                  ----------          ----------

                TOTAL REVENUES                                                     1,261,823           1,332,921

DIRECT PERSONNEL COST OF SUPPORT DESK

    SERVICES AND SOFTWARE SALES                                                      408,092             459,647
                                                                                   ---------           ---------

                REVENUES, NET OF DIRECT COSTS                                        853,731             873,274
                                                                                  ----------           ---------
EXPENSES

    Selling, General and Administrative                                              772,590             940,893
    Depreciation and Amortization                                                     35,610              41,361
                                                                                  ----------         -----------

                TOTAL EXPENSES                                                       808,200             982,254
                                                                                  ----------          ----------

                OPERATING INCOME (LOSS)                                               45,531            (108,980)

OTHER INCOME (EXPENSE)

    Interest and Other Income                                                         32,965              13,096
    Interest Expense                                                                 (31,512)            (55,940)
                                                                                  ----------         ------------

 INCOME (LOSS) BEFORE INCOME TAXES                                                    46,984            (151,824)

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

NET INCOME (LOSS)                                                                 $   46,984          $ (151,824)
                                                                                  ==========          ==========

WEIGHTED AVERAGE NUMBER OF COMMON                                                  9,624,690           9,523,870
    SHARES OUTSTANDING                                                            ==========           =========


NET INCOME (LOSS) PER COMMON SHARE                                              $        .00       $        (.02)
                                                                                ============       =============
</TABLE>




                          The accompanying notes are an
                   integral part of these financial statements

                                       F-5
<PAGE>



                              KNOWLEDGEBROKER, INC.

                       STATEMENTS OF STOCKHOLDERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                    Common Stock
                                            --------------------------     Paid-In      Retained      Treasury
                                             Shares             Amount     Capital       Deficit       Stock         Total
                                           ----------          -------- -----------   ------------   ----------    ---------
<S>                                         <C>               <C>       <C>           <C>            <C>          <C>
BALANCE, DECEMBER 31, 1997                  9,297,024         $92,970   $1,020,687    $(1,620,199)   $(3,071)     $(509,613)

   Purchase of 8,000 shares

     of Treasury Stock                              -               -            -              -     (1,028)        (1,028)

   Issuance of common stock
     for compensation                         327,666           3,277      241,526              -          -        244,803

   Net loss - 1998                                  -               -            -       (151,824)         -       (151,824)
                                          --------------  --------------------------- ----------- ----------     ----------

BALANCE, 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)
                                            =========         =======   ==========    ===========    =======      =========
</TABLE>

























                          The accompanying notes are an
                   integral part of these financial statements

                                       F-6


<PAGE>



                              KNOWLEDGEBROKER, INC.

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                          1999                   1998
<S>                                                                                   <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income(Loss)                                                                   $  46,984               $(151,824)
   Adjustments to Reconcile Net Income (Loss) to Net
      Cash Used by Operating Activities
         Depreciation and Amortization                                                   35,610                  41,361
         Stock Issued For Compensation and Services                                           -                 244,803
   Changes in Assets and Liabilities

      Accounts Receivable                                                               180,205                (176,061)
      Prepaid Expenses                                                                  (13,972)                 32,831
      Income Tax Receivable                                                                   -                  55,772
Accounts Payable                                                                        (34,937)                (29,668)
      Accrued Liabilities                                                              (179,526)               (233,089)
      Marketable Securities                                                               3,500                  (4,004)
      Deferred Income                                                                  (146,812)                 53,188
      Other Asset                                                                             -                   3,185
                                                                                    -----------              ----------

                 NET CASH USED BY
                    OPERATING ACTIVITIES                                               (108,948)               (163,506)
                                                                                      ---------                --------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of Property and Equipment                                                    (8,621)                 (7,683)
   Purchase of Treasury Stock                                                            (5,571)                 (1,028)
                                                                                      ---------              ----------

                 NET CASH USED BY INVESTING ACTIVITIES                                  (14,192)                 (8,711)
                                                                                      ---------              ----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Principal Repayments on Line of Credit                                               (48,842)                 (1,158)
   Borrowings Under Lines of Credit                                                           -                 170,213
   Note Payable Borrowings                                                               20,000                       -
                                                                                      ---------           -------------
                 NET CASH (USED) PROVIDED BY
                    FINANCING ACTIVITIES                                                (28,842)                169,055
                                                                                      ---------                --------

DECREASE IN CASH                                                                       (151,982)                 (3,162)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                          196,009                 199,171
                                                                                       --------               ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                              $  44,027               $ 196,009
                                                                                      =========               =========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND
   INCOME TAXES PAID DURING THE YEAR

       Interest                                                                       $  31,512              $   55,940
                                                                                      =========              ==========
       Income Taxes                                                               $           -           $           -
                                                                                  =============           =============
</TABLE>

                          The accompanying notes are an
                   integral part of these financial statements
                                       F-7


<PAGE>



                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 1998

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.

   Cash and cash equivalents are at risk to the extent it exceeds Federal
   Deposit Insurance Corporation insured amounts ($0 at December 31, 1999, and
   $29,769 at December 31, 1998.) To minimize the risk, the Company places its
   cash and cash equivalents with high credit quality financial institutions.

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

                                   (Continued)
                                       F-8


<PAGE>




                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                           DECEMBER 31, 1999 AND 1998

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   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.

   Marketable Securities

   Marketable securities consist of preferred stock issued by a large financial
   institution. The equity securities are classified as "available for sale" and
   are stated at amortized cost which approximates fair market value.
   Significant unrealized gains and losses resulting from changes in fair market
   value are reflected as a separate component of shareholders' equity and
   charged or credited to the statement of operations when realized.

   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.

                                   (Continued)

                                       F-9


<PAGE>




                             KNOWLEDGE BROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                           DECEMBER 31, 1999 AND 1998

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   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 $6,835 and $14,458, for the years
   ended December 31, 1999 and 1998, respectively.

   Reclassifications

   Certain prior year amounts have been reclassified to conform to the 1998
   presentation.

NOTE 2:  PROPERTY AND EQUIPMENT

   A summary of property and equipment follows:

                                            1999                     1998
                                         ------------             ----------

         Furniture and Fixtures           $  33,845                $  33,845
         Computer Equipment                 178,710                  172,729
         Office Equipment                    20,520                   20,520
         Automobiles                         15,303                   15,303
         Software Cost                       63,091                   60,451
                                           --------               ----------

                                           $311,469                 $302,848
                                           ========                 ========













                                      F-10


<PAGE>



                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                           DECEMBER 31, 1999 AND 1998

NOTE 3:  NOTES  PAYABLE

   The Company's notes payable are as follows:
<TABLE>
<CAPTION>
                                                                   1999                          1998
                                                               -----------                    ----------
<S>                                                                 <C>                         <C>
         $250,000 line of credit at a bank,
             at Prime plus 1%(8.75% at December
             31, 1999) due December 2000, secured
             by Company assets                                      $205,000                    $150,000

         $50,000 line of credit at a bank,
             5.826%, due January 1999,
             secured by a stockholder's
             personal certificate of deposit,
             Paid in January 1999.                                         -                      48,842

         $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                      50,000

         $60,000 line of credit at a bank,
             8.25%, due March 2001,
             secured by accounts receivable                                -                      55,000

         18.00% note payable to a
             stockholder/employee, due June
              2000, secured by company stock                          20,000                           -
                                                                   ---------                ------------

                                                                    $275,000                    $303,842
                                                                    ========                    ========
</TABLE>


NOTE 4:  LITIGATION SETTLEMENT AND ACCRUED EXPENSES

   Accrued expenses at December 31, 1998, include the balance of a litigation
   settlement finalized in February 1996 in the amount of and $105,598. The
   total settlement amount was $349,998 of which the Company paid $100,000 in
   cash and issued 71,428 shares of stock valued at $3.50 in 1996. According to
   the settlement agreement, the Company is required to buy back the shares if
   the Company fails to offer the opportunity to sell the stock on the open
   market. The buy back price is between $3.50 and $5.00 per share.

   In 1996, the Company settled a dispute with the Internal Revenue Service
   questioning the status of workers treated as contractors. The balance of this
   amount is also included in accrued liabilities at December 31, 1998, in the
   amount of $107,004.

                                      F-11
<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                           DECEMBER 31, 1999 AND 1998

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.

   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"). Options are 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. The options granted have an
   exercise price of $2.00.

   Following is a summary of option activity under the Plan:

<TABLE>
<CAPTION>
                                                                                           Option Price
                                                                                   -----------------------------
                                                                    Shares         Per Share             Total
                                                                  --------      -------------     --------------

<S>                                                               <C>           <C>               <C>
      Outstanding at December 31, 1994                                   -      $           -     $          -
             Granted                                               607,750               2.00          871,000
             Exercised                                            (431,250)              2.00         (862,500)
             Canceled                                             (176,500)              2.00           (8,500)
                                                                  --------                          ----------

      Outstanding at December 31, 1995                                   -                       $           -
                                                             =============                       =============
</TABLE>

   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 through December 31, 2000.

                                      F-12

<PAGE>


                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                           DECEMBER 31, 1999 AND 1998

NOTE 6:  INCOME TAXES

   Deferred income tax assets and liabilities at December 31, 1999 and 1998
   consist of the following:

<TABLE>
<CAPTION>
                                                                                        1999             1998
<S>                                                                                  <C>              <C>
         Current deferred tax asset                                                  $ 83,200         $ 37,603
         Current deferred tax liability                                                     -                -
         Less valuation allowance                                                     (83,200)         (37,603)
                                                                                     --------        ---------

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


         Non-current deferred tax asset                                             $     389       $      389
         Non-current deferred tax liability                                            (4,702)          (9,718)
         Less valuation allowance                                                       4,313            9,329
                                                                                       ------        ---------

         Net non-current deferred tax asset                                       $         -     $          -
                                                                                  ===========     ============
</TABLE>


   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 and revenue
   deferred for financial reporting purposes. 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:

                                           1999          1998

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


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









                                   (Continued)

                                      F-13
<PAGE>

                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                           DECEMBER 31, 1999 AND 1998

NOTE 6:  INCOME TAXES (CONTINUED)

   The Company's income tax expense differed from the statutory Federal rate of
   34% in 1999 and 1998 as follows:

<TABLE>
<CAPTION>
                                                                                        1999            1998

<S>                                                                                   <C>             <C>
      Statutory rate applied to income (loss)
         before income tax expense                                                    $15,975         $(51,620)
      Change in income taxes resulting from:
         Nondeductible Expenses                                                           292            8,484
         Other                                                                        (16,267)          43,136
                                                                                      --------       ---------

      Total income tax expense                                                           $  -     $          -
                                                                                         ====     ============
</TABLE>

   Net operating loss carryforwards totaling approximately $ 1,618,000 which
   begin to expire in 2010 are available to offset the Company's future income
   tax liability.

NOTE 7:  COMMON STOCK AND RELATED PARTY TRANSACTIONS

   Shareholder loans arise in the normal course of business, are non-interest
   bearing, and are due on demand. Amounts due to shareholders include amounts
   due for compensation, contribution of assets at fair market value, and
   expenses reimbursable to the shareholders.

   Issuances of shares for compensation during 1998 were valued at the fair
   market value of the stock at the respective dates of issuance.

NOTE 8:  ECONOMIC DEPENDENCE

   In 1999, the Company derived approximately 60.9% of its revenue from two (2)
   customers. In 1998, the Company derived approximately 64% of its revenue from
   four (4) customers.

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

                                                1999              1998

             Microtek Lab, Inc.                 46.9%             28.1%
             MRNet                                 -              14.5%
             Scanpaq, Inc                          -              13.2%
             Primus Knowledge Solutions         14.0%                -




                                      F-14


<PAGE>



                              KNOWLEDGEBROKER, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                   (Continued)

                           DECEMBER 31, 1999 AND 1998

NOTE 9:  COMMITMENTS AND CONTINGENCIES

   The Company leases its office facilities under a long-term operating lease
   agreement. The office lease commenced on October 1, 1995 and expires on
   September 30, 2000 and requires monthly rental payments ranging from
   approximately $1,400 to $1,900 over the life of the lease. Rent expense for
   the years ended December 31, 1999 and 1998 amounted to $35,043 and $42,520,
   respectively. Future minimum lease payments at December 31, 1999 are as
   follows:

         Year ending December 31,                        Amount

                   2000                                 $19,340
                                                         ======




   In the course of conducting its business, the Company is involved in various
   lawsuits and related proceedings, the outcome of which is not anticipated to
   be material to the Company's financial position.

NOTE 10:  ACCRUED LIABILITIES

   At December 31, 1999 and 1998, accrued liabilities consisted of the
   following:

                                            1999                    1998
                                          ---------               -------
      Accrued Commission                $          -           $    4,648
         Accrued Salaries                    106,689                9,216
                Payroll Taxes Payable              -               58,367
                Other Taxes Payable                -                1,382
         Accrued Lawsuit Liabilities               -              105,598
                IRS Settlement                     -              107,004
                                        ------------             --------

                                            $106,689             $286,215
                                            ========             ========

                                      F-15

<PAGE>

                                   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: April 14, 2000

         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          April 14, 2000
------------------------------------
Brad Stanley

/s/ Sharon Stanley                             Director          April 14, 2000
------------------------------------
Sharon Stanley

/s/ James Alexander                            Director          April 14, 2000
------------------------------------
James Alexander

/s/Gail Wetmore                                Director          April 14, 2000
------------------------------------
Gail Wetmore