<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

[x] ANNUAL REPORT UNDER 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 transition period from _______________ to _________________

                        Commission file number 000-30244
                                 CYCO.NET, INC.
                 (Name of small business issuer in its charter)

<TABLE>
<S>                                                            <C>
                 Nevada                                                        13-3389415
(State or other jurisdiction of incorporation)                 (I.R.S. Employer Identification Number)
4201 Yale Boulevard, NE Suite G, Albuquerque, NM                                  87107
(Address of principal executive offices)                                        (Zip code)
                                         Issuer's telephone number (505) 344-9643

Securities registered under Section 12(b) of the Exchange Act:
           Title of each class                                 Name of each exchange on which registered
Common Stock, $0.001 par value                                                    OTC
</TABLE>

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

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), and (2) has been
subject to such filing requirements for the past 90 days. [x]Yes [ ] No

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

The registrant's operating revenues for its most recent fiscal year were
$2,496,018.

The aggregate market value of the registrant's voting and non-voting common
equity held by non-affiliates (computed based on the average bid and asked price
of the registrant's Common Stock on the bulletin board, and for the purpose of
this computation only, on the assumption that all of the registrant's directors
and officers are affiliates) was approximately $305,833 on April 10, 2001.

The number of shares of Common Stock outstanding as of April 10, 2001 was
26,946,419.


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Cyco.Net, Inc. is the successor corporation to AVE, Inc. Cyco.Net is an
e-commerce business. The main web site is in the form of an "e" zine, similar to
a magazine except that it is only available on-line. The web site is
www.cyconet. It currently has two fully operational ancillary sites,
cycocigs.com and aabakismokes.com, which are in the market of selling cigarettes
on-line. The Company has also registered the sites of digidarkroom.com,
and cycomet.com, and psychocigs.com, which sends viewers to cycocigs.com.

A. Core Business

Cyco.Net, Inc. (hereafter the "Company") was established in January 1999 to
develop a network of web based companies. These companies are centered around a
central web site called CYCO.NET (www.cyco.net). The revenue producing web sites
are Cycocigs.com and Aabakismokes.com. In November of 1999, the Company opened
its first E-Commerce web site. The site, www.cycocigs.com, sells cigarettes over
the Internet. In March 2000, the Company opened its second E-commerce web site.
The site, Aabakismokes.com also sells cigarettes over the Internet. The name,
Asbakismokes.com, provides favorable placement in Guides that list companies or
web sites in alphabetical order. New Mexico state laws allows the Company to
sell out of state without paying the state excise tax on cigarettes, thus
enabling the Company to provide customers with their favorite name brand
cigarettes at discounted prices.

The first page of each web site, provides a pull down menu listing all available
brands of cigarettes. Once a brand is selected, obtainable styles are listed.
From there, the customer places desired cigarettes into a shopping cart that
details total quantities ordered, unit costs, shipping charges, and the total
cost of the order. This page also provides an opportunity to place additional
orders, and continually scheduled shipments to the customer. To complete the
order, customers enter a secure site to provide form of payment.

The site accepts Visa, Mastercard, Discover Card, and American Express. With
credit card orders, the Company is paid before the order is shipped. Age is
verified because credit card holders must be 18 years old. Any credit cards
issued to minors must be co-signed by a parent or guardian who receives monthly
itemized statements.

Faxed photo identification is requested, anytime a customer's age in is
question.

Customers must agree to the following terms of sale to complete their order.

1.   Billing address must be used as shipping address to verify the age of
     recipient.

2.   Billing addresses outside the USA or within the state of New Mexico are
     prohibited.

3.   Purchaser must be 18 years of age.

4.   Purchaser agrees not to resell or retail any part of their order.

5.   Limit of 10 cartons per customer per order.

These terms are listed in several places, as well as on the final checkout page.

Orders placed Monday-Thursday before 2 pm Mountain Standard Time are shipped the
next day. Orders received Friday-Sunday are shipped on Monday. All orders are
shipped via United States Postal Service 2-3 day priority mail. This has proven
to be the most cost effective method of shipping.



                                        2

<PAGE>   3

B. CYCO.NET

This site is a lighthearted destination that presents the Internet to
individuals through quick wit, interesting links and other standard Internet
offerings (i.e. stock quotes, horoscopes, etc.). The goal of this site is to
provide the Internet User with a starting point for their daily excursions into
the World Wide Web. It is intended to put the most interesting of the millions
of sites on the web at site visitors' fingertips. The focus is to provide a
virtual atmosphere of sophistication, intelligence and cunning.

The site is formatted as a weekly, soon to be daily, magazine or "e-zine".
Content varies according to the weekly topic - i.e., interviews, short comical
lists, photographs and stories. Topics vary, and can consist of anything from
contemporary entertainment venues, travel destinations, fashions, sports or
financial markets. The goal is to provide the user information across a wide
range of interests, with striking and informative links relating to the current
topic.

The home page consists of a photograph reflecting the current topic.
Superimposed on the photograph are links to various sites on the Internet. Links
are of three types. First, there are standard links provided by most every
launch site, including news, horoscopes and stock quotes. These links are
provided for the convenience of the viewer, and are not considered the main draw
of the site.

Secondly, are the temporary, topic specific links. Temporary links relate
directly to the topic and will change accordingly. Examples of these links
include historical and cultural information, available activities, photographs,
travel information or discussion groups. For example, when the topic was the Taj
Mahal, the site linked to an Intel site that had a virtual tour of the
structure, a short history of the Taj Mahal, a picture galleries and information
of the surrounding area. Effort is made to provide viewers instant and concise
information they might not search for on their own.

Last, there are the topic specific e-commerce links. These links take the viewer
to sites that provide products and services directly related to the current
subject. The site will provide links to vendors like Amazon.com, where the
viewer can buy a book for more information, or to Abercrombie & Kent, a travel
web site, in order to purchase an airline ticket or book a cruise on a ship.

In effort to attract loyal viewers, CYCO.NET does not require registration
information or fees to access the site. The Company believes such barriers
inhibit users to peruse the site in depth. Reason being, many people are
reluctant to provide personal data over the Internet.

CYCO.NET will focus on maximizing the number of hits or visitors a day. As more
and more customers visit CYCO.NET, the Company will position itself to take
advantage of the audience that CYCO.NET is attracting. This will be accomplished
by building e-businesses, which will sell products and services to the CYCO.NET
visitors. Every CYCO.NET visitor is a potential customer for a plethora of
products and services that will be provided by the site, it's owned companies,
affiliates and advertisers.

The Company seeks to gain revenue by contracting advertisers on the CYCO.NET
site. Although the Company is having ongoing discussions toward this end, there
are currently no agreements with advertisers. No assurance can be given that any
arrangements will be established, or that, if established, the marketing and
operating arrangements proposed to be utilized by the Company can be
successfully implemented.

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The Company sees an advantage in targeting the Tobacco and Spirits companies as
its major advertisers. With regards to the Tobacco and Spirits companies, these
advertisers are quickly losing their current mediums, including billboard
advertisements and as major sports sponsors. The only current advertising medium
in the United States for the Tobacco and Spirit industries are print ads and the
Internet. Many of the larger Internet sites, like Yahoo, do not accept
advertising from tobacco and spirit companies because of the unhealthy stigma
associated with these products. Tobacco and spirit companies are shunned by
current major Internet operators, who in turn, are leaving billions of dollars
worth of advertising on the table. In turn, rising anti-alcohol and tobacco
sentiment might cause some Internet users to ban or boycott companies, such as
Cyco.Net, who promote products from these industries.

The Company has affiliated itself via links, with several larger e-commerce
sites such as Amazon.com, Lobster.net and Tavalo.com. Being an affiliate
entitles the Company to a commission on sales derived from visitors of CYCO.NET.
If a user goes to Amazon.com, from the link on CYCO.NET, and makes a purchase,
then the Company is entitled to a percentage of that sale. At this time, no
revenues have been realized from any affiliate programs. Such affiliate programs
are not unique to CYCO.NET. Currently Amazon.com has over 500,000 affiliates.

C.  Industry Analysis

The Internet is a virtual world. In this world a complete society exists. People
work, play, learn, communicate and shop all at the touch of a button from their
home or office. The Internet gives almost unfettered access to communication,
information and products to the user. At the same time, the Internet gives
advertisers almost unlimited access to the consumer. The Internet has become an
open market where anyone can locate almost any product they want.

Explosive Growth

The Internet is the fastest growing medium of communication in History. It has
only taken 5 years to reach 50 million U.S. users, while Cable required 10
years, television took 13 years and radio needed 38 years. By the end of 1999
the Internet had attracted 101 million US viewers, and is expected to have 207
million US viewers by the year 2004. At the same time World Wide Web users are
expected to grow from 245 million in 1999 to 726 million by 2004 (Source:
Yahoo.com (Source: IDC, September 2000; Last revised: September 13, 2000).

Frenzied Spending

As a result of the increase in the number of buyers on the web, the average size
of the transaction, and the adoption of the web as a viable vehicle for business
procurement, the amount of commerce conducted on the web is expected to grow
dramatically. US e-commerce revenue is projected to grow from around $81 billion
dollars at the end of 1999 to $1.0 trillion by the year 2004. Worldwide
e-commerce revenue is expected to increase from $131 billion in 1999 to $2.6
trillion by year 2004. (Source: IDC, September 2000; Last revised: September 27,
2000)





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<PAGE>   5

E-Commerce

As stated before, the Internet is like an open-air market where anyone can set
up a booth and trade their wares. People from all over the world open booths
(web sites) and sell everything from photographs to cars. Practically any
product a consumer wants can be bought on the Internet. People in rural areas
have instant access to items without travel.

Advertising

Like all other mediums of communication, a major source of revenues is
advertising. But the Internet is different from all other means of
communication. The difference is in the way people experience the Internet. In
this medium, the viewer is actively involved in what is being presented. Users
make involved choices as to what they are seeing. They do not passively accept
information as they do when watching TV or reading the newspaper. This highly
attentive state creates an interaction that builds brand value even as it drives
consumer action (Source: Yahoo.com (Source: IAB, Oct 1998, Last Revised: Nov.
17, 1998)) Advertising revenue on the internet grew at a faster rate than any
other advertising media. It showed a 116% increase over 1998, while cable TV
increased by 20% and outdoor by 15%. (Source: E-Advertising Report, June 2000;
Last revised: September 2000)


While Internet Companies compete with global competitors, they also service a
global market. Along with the million or so web sites on the Internet, there are
several million customers on the Internet. By the end of 1998, there were 101
million U.S. viewers and 245 million global viewers (Source: Yahoo.com (Source:
IDC, September 2000)). Another benefit of the Internet is the low capital
requirements to enter the market. For a fraction of the cost of starting a
landed store, Internet companies can set up a web site and begin making sales.
Low overhead enables e-companies to be profitable with smaller profit margins,
selling their products at a considerable savings to the customer, at any hour of
the day. E-companies can deliver products and prices that are not available
locally to many consumers. It is the goal of Cyco.net to find such regularly
consumed products and offer them to customers at competitive prices. Such is the
case in incorporating Cycocigs and Aabakismokes.com, the Company's fully
operational, revenue generating, cigarette e-business.

D. Risks

There are several risks associated with e-commerce businesses. The Internet is a
highly competitive arena. Internet operators are not only competing with
geographically local companies, they must also compete with companies from all
over the world. With the millions of sites already on the Internet, it is easy
to be overlooked. E-Businesses rely on their servers to be operational. Server
failure results in lost business.

ADDITIONAL FINANCING

The Company cannot be certain that additional financing will be available on
favorable terms when required, or at all. If the Company raises additional funds
through the issuance of equity, equity-related or debt securities, the
securities may have rights, preferences or privileges senior to those of the
rights of the common stock and those stockholders may experience additional
dilution. The Company expects to require substantial working capital to fund the
business. Management currently anticipates that the private financing done to
date, together with expected revenues, will be sufficient to meet anticipated
needs for working capital and capital expenditures through at least the next 12
months. After that, the Company may need to raise additional funds.


                                        5

<PAGE>   6

In August 1999 the Company entered into a line of credit agreement with the May
Davis Group of New York City. This agreement provides that the Company may sell
to an investor, GMF Holdings, up to $890,000 of convertible debentures. The
Company acknowledged in the agreement that should conversion of the debentures
occur, the conversion could cause dilution to existing shareholders and could
significantly increase the outstanding number of shares of common stock. Under
the agreement, the debentures are convertible at any time into shares of common
stock at a price equal to 75% of the average closing price for a period of five
days prior to conversion. The Company has not exercised its rights under this
agreement and no debentures have been issued. The termination date of the
commitment period is August 9, 2001.

The line of credit agreement provides for debentures convertible at 75% of the
average closing bid price for a period of five days prior to conversion.
Management estimates the price per share of common stock in the recent market,
discounted to 75%, to be $0.03 per share. If there were full payout under the
line of credit agreement and full conversion of the debentures to common stock,
approximately 29.7 million shares would be issued. The authorized capital stock
of the Company consists of 30 million shares of common stock and presently
approximately 26 million shares are outstanding. Thus, full payout and
conversion under the line of credit agreement would be approximately 114% of the
total outstanding common shares.

Since the debentures are convertible a floating ratio based on a discount from
the common share price, this results in the debenture holder receiving more
common shares the lower the stock price at the time of conversion. Should the
debenture holders convert into shares of common stock and then sell those shares
of common stock, the common stock price may decrease even further due to the
additional shares in the market, allowing , in turn, the holders to convert the
debentures into greater amounts of common stock and further depressing the price
of the stock.

Such a turn of events could encourage short selling. A short sale - or, "selling
short" - usually means the sale of stock not owned by the party. A party who
sells short generally calculates or believes that the price of the stock will
soon drop. If the calculation is right and the price does drop, the party can
buy the stock at the lower price and make a profit. On the other hand, if the
stock price rises, the party has to pay the higher price and would incur a loss.
Should debenture holders, following conversion, sell shares of common stock
incurring, thereby, the possibility of a decrease in share price, short selling
may also occur.

Because the line of credit agreement provides that each debenture holder may
convert and sell the full amount issuable on conversion, such conversion and
sale could result in substantial dilution for the other holders of common stock.
Moreover, the agreement provides that the interest payable on the debentures may
be paid in cash or in shares of common stock at the Company's option. Should the
Company pay the interest in shares, the lower the price of the common stock, the
more shares the debenture holders will receive.

FEAR OF THE INTERNET

Additionally, many Internet users view E-businesses as risky. People are often
reluctant to purchase online, despite the promise of secure transactions. People
are wary of relinquishing personal data, including credit card information, over
the Internet. Potential customers may incur difficulty finding particular sites,
due to domain name confusion, i.e. Cyco.com (Cyco Software Company) vs.
CYCO.NET. Companies risk losing customers who utilize search engines, because
competitors are listed as well. The Company is aware of such pitfalls, and
attempts to lessen the impact of these downfalls by providing secure
transactions for all online purchases, and requiring minimal personal customer
information to complete transactions. The company has assured its customers that
it will never sell nor provide customer information to third parties.


                                        6

<PAGE>   7

The Company attempts to make its presence known by continually submitting
information to the many major search engines that service the Internet.


COMPETITION

If competitors are allowed to use buy down promotions to lower their prices and
the manufacturers continue to disallow the Company to participate in such
programs, it will be at a distinct disadvantage and will suffer reduced sales
due to non competitive prices. These buy downs are the cigarette industries
version of a rebate to entice sales. In this case, the rebate goes to the
retailer to mark down the over the counter price. At this time, the
manufacturer's stance is that they will not give these buy downs to internet
companies but currently there are a couple of competitors that are selling their
product with these discounts.

VALIDITY OF THE JENKINS ACT

Currently, there is controversy over validity of the Jenkins Act as applied to
e-commerce sales of cigarettes. The Jenkins Act, United States Code Title 15,
Section 376, was enacted in the 1940s to monitor interstate sales of cigarettes.
This Act requires that companies selling cigarettes report monthly the names and
addresses of their customers with state tobacco tax administrators. It is
uncertain whether the Act applies to e-commerce because Internet sales take
place in a state other than the customer's state of origin. Further, the Jenkins
Act conflicts with other Federal laws, such as the Privacy Act of 1974 and the
Electronics Communications Act of 1986. The Jenkins Act is also considered
discriminatory because it applies to cigarette sales only, and not the
interstate sale of cigars and tobacco. If it is deemed that the Jenkins Act is
applicable to Internet Cigarette sales, the Company will report to individual
state tax authorities. Such enforcement could adversely affect sales because the
lure of purchasing online is the exemption of state excise taxes. The cost
burden of reporting to every state tax authority could affect the profitability
of the Company.

CONTINUED GROWTH OF THE INTERNET

The Company's future revenues substantially depend upon the increased acceptance
and use of the Internet and other online services as a medium of commerce. Rapid
growth in the use of the Internet, the Web and online services is a recent
phenomenon. As a result, acceptance and use may not continue to develop at
historical rates and a sufficiently broad base of customers may not adopt,
and/or continue to use, the Internet and other online services as a medium of
commerce. Demand and market acceptance for recently introduced services and
products over the Internet are subject to a high level of uncertainty and there
exist few proven services and products.

NECESSARY NETWORK INFRASTRUCTURE FOR THE INTERNET

In addition, the Internet may not be accepted as a viable long-term commercial
marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development of
enabling technologies and performance improvements. If the Internet continues to
experience significant expansion in the number of users, frequency of use or
bandwidth requirements, the infrastructure for the Internet may be unable to
support the demands placed upon it. In addition, the Internet could lose its
viability as a commercial medium due to delays in the development or adoption of
new standards and protocols required to handle increased levels of Internet
activity, or due to increased governmental regulation. Changes in, or
insufficient availability of, telecommunications services to support the
Internet also could result in slower response times and adversely affect usage
of the Internet generally.


                                        7


<PAGE>   8


The Company's business, financial condition and results of operations would be
seriously harmed if: use of the Internet, the Web and other online services does
not continue to increase or increases more slowly than expected; the
infrastructure for the Internet, the Web and other online services does not
effectively support expansion that may occur; the Internet, the Web and other
online services do not become a viable commercial marketplace; or traffic to the
Web site decreases or fails to increase as expected or if management spends more
than was expected to attract visitors to the Web site.

WEB DOMAINS

The Company may be unable to acquire or maintain Web domain names relating to
the brand in the United States and other countries in which management may
conduct business. As a result, the Company may be unable to prevent third
parties from acquiring and using domain names relating to the Company's brand,
which could damage its brand and reputation and take customers away from its Web
site. Governmental agencies and their designees generally regulate the
acquisition and maintenance of domain names. The regulation of domain names in
the United States and in foreign countries is subject to change in the near
future. The changes in the United States are expected to include a transition
from the current system to a system that is controlled by a non-profit
corporation and the creation of additional top-level domains. Governing bodies
may establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names.

NEW LAWS REGULATING THE INTERNET

The adoption or modification of laws or regulations relating to the Internet
could adversely affect the manner in which the Company proposes to conduct its
business. In addition, the growth and development of the market for online
commerce may lead to more stringent consumer protection laws, both in the United
States and abroad, that may impose additional burdens on the Company. Laws and
regulations directly applicable to communications or commerce over the Internet
are becoming more prevalent. The United States Congress recently enacted
Internet laws regarding children's privacy, copyrights, taxation and the
transmission of sexually explicit material. The European Union recently enacted
its own privacy regulations. Laws regulating the Internet, however, remain
largely unsettled, even in areas where there has been some legislative action.
It may take years to determine whether and how existing laws such as those
governing intellectual property, privacy, libel, and taxation apply to the
Internet.

In order to comply with new or existing laws regulating online commerce, the
Company may need to modify the manner in which it proposes to do business, which
may result in additional expenses. For instance, the Company may need to spend
time and money revising the process by which it intends to fulfill customer
orders to ensure that each shipment complies with applicable laws. The Company
may need to hire additional personnel to monitor compliance with applicable
laws. The Company may also need to modify its software to further protect
customers' personal information.

POTENTIAL LIABILITY

As a publisher of online content, the Company faces potential liability for
defamation, negligence, copyright, patent or trademark infringement, or other
claims based on the nature and content of materials that it publishes or
distributes. If the Company faces liability, then its reputation and its
business may suffer.


                                        8


<PAGE>   9

In the past, plaintiffs have brought these types of claims and sometimes
successfully litigated them against online companies. In addition, the Company
could be exposed to liability with respect to the unauthorized duplication of
content or unauthorized use of other parties' proprietary technology. Although
the Company intends to carry general liability insurance, such insurance may not
cover claims of these types. The Company cannot be certain that it will be able
to obtain insurance to cover the claims on reasonable terms or that it will be
adequate to indemnify the management or the Company for all liability that may
be imposed. Any imposition of liability that is not covered by our insurance or
is in excess of insurance coverage could harm the business.

FUTURE COLLECTION OF TAXES

If one or more states or any foreign country successfully asserts that the
Company should collect sales or other taxes on the sale of products, net sales
and results of operations could be harmed. The Company does not currently
collect sales or other similar taxes for physical shipments of goods into any
states. However, one or more local, state or foreign jurisdictions may seek to
impose sales tax collection obligations on the Company. In addition, any new
operation could subject shipments in other states to state sales taxes under
current or future, laws. If the Company becomes obligated to collect sales
taxes, it will need to update its system that processes customer orders to
calculate the appropriate sales tax for each customer order and to remit the
collected sales taxes to the appropriate authorities. These upgrades will
increase operating expenses. In addition, customers may be discouraged from
purchasing products from the Company because they have to pay sales tax, causing
net sales to decrease. As a result, the Company may need to lower prices to
retain these customers.

ABILITY TO CONTINUE AS GOING CONCERN

The Report of Independent Auditors issued a "going concern" warning, stating,
"the Company has suffered a loss from operations and has a working capital
deficit. These factors raise substantial doubt about the Company's ability to
continue as a going concern."

The Company's ability to continue as a going concern is contingent upon its
ability to secure financing, increase ownership equity and attain profitable
operations. In addition, the Company's ability to continue as a going concern
must be considered in light of the problems, expenses and complications
frequently encountered by entrance into established markets and the competitive
environment in which the Company operates.

VOLATILE STOCK MARKET

The market price for the Company's common stock is likely to be highly volatile
and subject to wide fluctuations in response to factors including the following,
some of which are beyond the Company's control: actual or anticipated variations
in the quarterly operating results; announcements of technological innovations
or new products or services by the Company or its competitors; changes in
financial estimates by securities analysts; conditions or trends in the Internet
and/or online commerce industries; changes in the economic performance and/or
market valuations of other Internet, online commerce or retail companies;
announcements by management or competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments; additions or
departures of key personnel; release of lock-up or other transfer restrictions
on the outstanding shares of common stock or sales of additional shares of
common stock; and potential litigation.

In addition, the stock market has from time to time experienced extreme price
and volume fluctuations. These broad market fluctuations may adversely affect
the market price of the Company's common stock.


                                        9


<PAGE>   10

In the past, following periods of volatility in the market price of their stock,
many companies have been the subject of securities class action litigation. If
the Company was sued in a securities class action, it could result in
substantial costs and a diversion of management's attention and resources and
would cause the stock price to fall.

E. Employees

Cyco.Net, Inc. currently has three full-time employees and one part time
employee. As business increases, it is anticipated that additional employees
will be added.

F. Company History

AVE, Inc., acquired Cyco.Net, Inc. of Albuquerque, New Mexico in a transaction
accounted for as a recapitalization of Cyco.Net, Inc. on July 22, 1999. Under
the terms of the agreement, AVE, Inc. changed its name to Cyco.Net, Inc. Mr. R.
Gene Klawetter, former Chairman and CEO of AVE, Inc. became a director of
Cyco.Net, Inc. George Sullivan, former AVE Vice President of Operations
resigned, as did Henri Hornby, former Director of AVE, Inc. In the transaction,
Cyco.Net, Inc. shareholders received 2.08 shares of AVE (now Cyco.Net) for each
share of Cyco.Net, Inc. stock. This provided the former AVE shareholders with
15% ownership interest in the surviving company and Cyco.Net shareholders with
85% ownership interest of the surviving company.

On July 28, 1999, amended Articles of Incorporation were filed with the
Secretary of State of Nevada to change the name of AVE, Inc. to Cyco.Net, Inc.
Concurrently, a request was submitted to NASD to change AVE's listing symbol
from AVEN to CYKE.

Cyco.Net, Inc. has been de-listed from NASD Bulletin Board for failure to comply
with the registration requirements. To be re-listed, Form 10 must be completed
and the Company must comply with all comments by the governing body. Also, Form
10KSB for the fiscal year ending December 31, 1999 and Form QSB for September
30, 1999, March 31, 2000 and June 30, 2000 must be filed.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company operated from leased office space at 600 Central Avenue SW, 3rd
floor, Albuquerque, New Mexico until August of 2000. The lease was month to
month. There are no outstanding obligations with regard to the lease. The
Company moved its business operations to 4201 G. Yale Boulevard, NE,
Albuquerque, NM 87107 effective August of 2000. The Company has a two year
lease, with a basic monthly rental payment of $1,664 until August of 2001, after
which payments will increase to $1,703 per month for the remainder of the lease.

ITEM 3. LEGAL PROCEEDINGS.

None

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

None
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<PAGE>   11

                                     PART II

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

Cyco.Net, Inc.is currently de-listed. No market information is available.

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

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 ("THE ACT') PROVIDES A SAFE
HARBOR FOR FORWARD LOOKING STATEMENTS MADE BY OF ON BEHALF OF THE COMPANY. ALL
STATEMENTS IN THIS "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT, OTHER THAN STATEMENTS
OF HISTORICAL FACTS, WHICH ADDRESS ACTIVITIES, EVENTS AND OR DEVELOPMENTS THAT
THE COMPANY EXPECTS OR ANTICIPATES WILL OR MAY OCCUR IN THE FUTURE, INCLUDING
SUCH THINGS AS FUTURE CAPITAL EXPENDITURES, GROWTH, PRODUCT DEVELOPMENT, SALES,
BUSINESS STRATEGY AND OTHER SUCH MATTERS ARE FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON MANAGEMENTS EXPECTATIONS AND
ASSUMPTIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF
WHICH ARE BEYOND OUR CONTROL. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE
FORWARD-LOOKING STATEMENTS SET FORTH HEREIN AS A RESULT OF A NUMBER OF FACTORS,
INCLUDING, BUT NOT LIMITED TO INTENSE COMPETITION IN VARIOUS ASPECTS OF ITS
BUSINESS AND OTHER RISKS DESCRIBED IN THE COMPANY'S REPORTS ON FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. IN LIGHT OF THESE RISKS AND UNCERTAINTIES,
ALL OF THE FORWARD-LOOKING STATEMENTS MADE HEREIN ARE QUALIFIED BY THESE
CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE THAT THE ACTUAL RESULTS OR
DEVELOPMENTS ANTICIPATED WILL BE REALIZED. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE OR REVISE ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.

The following discussion should be read in conjunction with the financial
statements and notes thereto included herein.

A. Plan of Operation

In the next 12 months, the Company plans to tend to sales growth and gain
additional traffic to its e-commerce sites by:

o    Promoting our affiliate program to build traffic to its e-commerce sites.

o    Advertising through print ads, e-newsletters and e-mails to target markets.

o    Continue funding efforts

o    Maintain and add features to the Cyco.net site, i.e. location cameras
     providing live feed from worldwide locations of interest.

o    Pursue advertising contracts from major tobacco and spirit manufacturers.

o    Hire additional employees, as needed. The hiring of 1-2 additional
     full-time employees is projected in the next 12 months.


                                       11


<PAGE>   12

Furthermore, the Company plans to identify other niches in e-commerce to expand
and diversify it's business to reduce dependence on a single sector or product.


B. Financial Condition

Prior to October 2000, the Company was able to meet its cash requirements
partially from the sale of cigarettes, with the balance of cash needs being met
with the sales of stock pursuant to Rule 504, which is disclosed herein below.
Since October 2000, the Company has been able to meet its cash needs solely
through the sales of cigarettes.

Revenues for the fiscal year ended December 31, 2000, were $2,496,018, cost of
goods sold were $2,302,510 resulting in a gross profit of $193,508. General and
administrative expenses were $386,152, and other expense was $25,545, producing
a net loss for the fiscal year ended December 31, 2000, of $218,189 or $0.01 per
share.

The web sites, Cycocigs.com and Aabakismokes have produced the following
revenues from the sale of cigarettes:

<TABLE>
<CAPTION>

                                       Revenue      Cost of Goods    Gross Profit
                                     ------------   -------------    ------------

<S>                                  <C>             <C>             <C>
Two months ended December 1999       $      9,671    $      8,321    $      1,350
Three months ended March 2000             101,866          93,467           8,399
Three months ended June 2000              586,448         536,668          49,780
Three months ended September 2000         828,361         777,079          51,282
Three months ended December 2000          979,343         895,296          84,047
</TABLE>

It is anticipated that the sales will continue to increase. However, sales could
be adversely affected by any FDA or Congressional regulations, or any decisions
made by tobacco companies, prohibiting or limiting the sale of cigarettes over
the Internet. Additionally, further legal judgments against tobacco companies,
or an increase in anti-tobacco sentiment among the public, could lower cigarette
sales for the Company.

C. Liquidity and Capital Resources

Cash on-hand at December 31, 2000 was $44,838. Net cash used in operations was
$45,808, cash provided by investing activities was $20,909 and cash provided by
financing activities was $59,000, resulting in a net increase in cash of $34,101
for the year ended December 31, 2000.

The Company received $62,000 in proceeds from stock issuance.

Proceeds from the sale of securities available for sale were $24,508. The
Company carried the shares of Prime Co. stock at a book value of $50,000. These
sales resulted in a realized loss of $25,492.

On December 2, 1999 the Company executed a promissory note with Francisco Urrea
in the amount of $18,000.00. The funds were used for ongoing business
operations. This note was repaid in the third quarter of 2000.


                                       12
<PAGE>   13

On August 2, 1999, the Company entered in to a Line of Credit Agreement with GMF
Holdings and May Davis Group whereby the Company shall be entitled to
$890,000.00 in credit. If the Company chooses to draw down on the equity line,
debentures will be issued. This transaction was entered into in reliance upon
the provisions of Rule 504 Exemption of the Securities Act of 1933, as amended,
and the regulations promulgated thereunder (the "Securities Act") and or upon
such other exemption from the registration requirements of the Securities Act as
may be available with respect to any or all of the investments in the Debentures
to be made hereunder. At this time, no debentures have been issued.

This Agreement provides that the stock must be trading on the OTC and provides
for incremental advances based upon the 30 day average daily trading. The
following chart discloses the incremental advances:


<TABLE>
<CAPTION>

  30 day Average Daily Trading
             Amount
    From                    To        Maximum Advance
------------           ------------   ---------------
<S>              <C>   <C>             <C>
$     25,000     --    $     50,000    $    100,000
$     50,000     --    $    100,000    $    200,000
$    100,000     --    $    200,000    $    300,000
$    200,000     --    $    300,000    $    500,000
$    300,000     --    $    400,000    $    600,000
$    400,000     --    $    500,000    $    700,000
</TABLE>

Because the Company is currently de-listed, no advances may be made on this Line
of Credit. The original Commitment Period was for a 12 month duration, expiring
in August 2000, however, the expiration date was amended by agreement of the
parties to August 2001.

The line of credit agreement provides for debentures convertible at 75% of the
average closing bid price for a period of five days prior to conversion.
Management estimates the price per share of common stock in the recent market,
discounted to 75%, to be $0.03 per share. If there were full payout under the
line of credit agreement and full conversion of the debentures to common stock,
approximately 29.7 million shares would be issued. The authorized capital stock
of the Company consists of 30 million shares of common stock and presently
approximately 26 million shares are outstanding. Thus, full payout and
conversion under the line of credit agreement would be approximately 114% of the
total outstanding common shares.

D. Inflation and Seasonality

The Company believes that inflation affects the Company's business to no greater
or lesser extent than the general economy. The Company has experienced a slow
down in sales after the New Year, when people begin resolutions to quit smoking.
This seasonal aspect could affect the Company's financial condition or results
of operations should people quit smoking as a result of the New Years
resolutions.



                                       13


<PAGE>   14

ITEM 7. FINANCIAL STATEMENTS.

The responses to this item are submitted in a separate section of this Annual
Report on Form 10-KSB. See Index to the Financial Statements on page F-1.

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 present directors and executive officer of the Company, their age, positions
held in the Company and duration as such, are listed below. Each director will
serve until the annual meeting of shareholders, or until his or her respective
successor has been elected and duly qualified. Officers hold office at the
pleasure of the Board of Directors, absent any employment agreement. Presently
no officers of the Company have an employment agreement.

Franciso Urrea Jr. a Director is the father of the CEO Richard A. Urrea, CFO
Daniel R. Urrea and Chief Council Matthew Urrea.

<TABLE>
<CAPTION>

Name                              Age        Position Held and Tenure
<S>                    <C>                   <C>
Richard Urrea                     36         President/CEO
                                             (since January 1, 1999)

Daniel Urrea                      29         Chief Financial Officer
                                             (since January 1, 1999)

Brent Wolford                     24         Chief Technical Officer
                                             (since January 1, 1999)

Matthew Urrea                     33         Chief Council
                                             (since January 1, 1999)

Francisco Urrea, Jr.              71         Director
                                             (since January 1, 1999)
</TABLE>





                                       14

<PAGE>   15

The following is a brief account of the business experience of each director and
executive officer of the Company during at least the past five years.

RICHARD URREA served as president of Sycom International, Inc. from 1997 to
1999. Sycom is a data communications company. Mr. Urrea led the company from
start up through national marketing plan and implementation of manufacturing
plan. The company currently manufactures its products and markets them
throughout the U.S. and is in the process expanding into foreign markets. From
1996 to 1997 Mr. Urrea was President of Klaire International Ltd., an export
company distributing automotive parts in Mexico. From 1995-1996 Mr. Urrea served
as the managing member of Toltec Fruit, L.C. a limited liability company
involved in the importation of fruit into the United States from Mexico and
South America. From 1993 to 1995 Mr. Urrea worked on the development and
marketing plan for Septima Enterprises Inc. From 1991 to 1993, Mr. Urrea managed
the Albuquerque Office of White Discount Securities. In 1990, Mr. Urrea was
contract administrator for Foresight, Inc., an Albuquerque, laser-optics,
government contractor. In 1989, Mr. Urrea served as marketing director for HDI
System, Inc. where he devised and implemented an international marketing plan
for an ignition system for marine application. In 1985 and 1986, Mr. Urrea owned
and operated Shannon Euro Motorcars, a European automobile importing and
maintenance company. Mr. Urrea sold the business in 1986 to attend Baylor
University. Mr. Urrea received his Bachelor of Business Administration in
Marketing and Business Broadcasting from Baylor University's Hankammer School of
Business in 1989.

FRANCISCO URREA, JR. was the founder of numerous public companies including
Diagnostek, Inc., a prescription benefits management and hospital pharmacy
management company (New York Stock Exchange), Nuclear Pharmacy Incorporated, a
centralized radiopharmaceutical company servicing several hundred hospitals
throughout the United States (NASDAQ), Summa Medical Corporation, a research and
development company (American Stock Exchange), Septima Enterprises, Inc., a
company that has developed a high voltage automotive ignition system (NASDAQ
Bulletin Board) and Advanced Optics Electronics, Inc., a company developing a
high-intensity, flat- panel display (NASDAQ Bulletin Board). Mr. Urrea served as
Chairman of the Board of Directors of Nuclear Pharmacy Incorporated from 1974
until 1982. Mr. Urrea served as Chairman of the Board of Summa Medical
Corporation from 1978 until 1990, as president from 1978 through April 1982 and
as president again from October 1986 through February 1990. Mr. Urrea served as
Chairman of the Board of Directors of Diagnostek from 1983 through 1985. Mr.
Urrea also was a director of Septima Enterprises and served as president from
1988 through 1992. Mr. Urrea has served as Vice Chairman of the New Mexico State
Investment Council, Chairman of the New Mexico Game and Fish Department,
Commissioner of the New Mexico State Racing Commission, Member of the New Mexico
Industrial Development Commission, Member of the New Mexico Foreign Trade and
Investment Council, and Member of the United States Department of Commerce's
Biotechnology Advisory Committee. Mr. Urrea graduated from Saint Mary's High
School in 1949 after which he served two years in the United States Navy during
the Korean War. He is currently Chairman of the Board of Directors of Klaire
International, Ltd., a company holding the exclusive distribution rights in
Mexico for a patented automotive ignition product developed in the United States
by Septima Enterprises, Inc.

DANIEL URREA has been associated with the CYCO.NET since inception in December
of 1998. Prior to his involvement with the CYCO.NET, Mr. Urrea worked with Sycom
International, manufacturer and distributor of Radio Telemetry Units. During
that time Mr. Urrea was responsible for the maintenance of the accounting
records for the company, and was instrumental in the development of the
company's business plan. Before this, Mr. Urrea worked for Klaire International,
an exporter of automotive accessories to Mexico, in the same capacity. From
January 1996 thorough August of 1996 Mr. Urrea worked with Equinox
International.


                                       15


<PAGE>   16

An international marketing and distribution company, where he was involved in
sales and talent recruiting activities. In the Spring of 1995, Mr. Urrea
received a Bachelors in Business Administration with a concentration in Finance
from the Anderson Schools of Management at the University of New Mexico. Mr.
Urrea has also spent several months out of the country where he studied business
and other cultures.

BRENT WOLFORD has been involved in CYCO.NET since inception, and is in charge of
Web page design and maintenance. Mr. Wolford will graduate from the University
of New Mexico with a Major in Computer Science, and a Minor in Business
Management. He is literate in all major operating systems including DOS 6.2,
Macintosh OS8, UN*X, and Windows 95/98/NT, and has extensive experience with
several applications including Microsoft Office + Frontpage, Adobe Photoshop +
Pagemaker, Alias Wavefront, Bryce 3D and many more. Before becoming involved
with CYCO.NET, Mr. Wolford built and continues to maintain several Web Sites
including the Dartmouth Street Gallery (http://www.dsg-art.com), Mortgage
Internet Technologies (http://www.vlender.com), and Digital Skunk Bud
Productions (http://www.dsbp.cx).

MATTHEW URREA is a tax lawyer with a private law practice in Albuquerque. He
received his Master of Laws in Taxation from New York University School of Law
(May 1993), his Juris Doctor from the University of New Mexico School of Law
(May 1992), and his Bachelors of Business Administration in Finance from the
University of New Mexico's Anderson School of Management (May 1989). From 1993
until April 1996, Mr. Urrea was an associate with the law firm of
Miller,Stratvert, Torgerson & Schlenker, P.A. in Albuquerque, New Mexico where
he practiced primarily in the area of taxation, including individual, estate and
business tax planning, business entity formation, mergers, sales, acquisitions
and reorganizations of business entities, international tax planning, and
like-kind exchanges. Mr. Urrea has lectured before professional and civic groups
on various tax subjects and is a member of the New Mexico, American, and
Albuquerque Bar Associations.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth information regarding compensation authorized for
the Company's Chief Executive Officer and such compensation as has been
authorized board members since January, 1999. The CEO's total annual salary does
not exceed $100,000 nor does that of any other board member.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                       Long Term Compensation
                                  Annual Compensation                   Awards             Payouts
      (a)         (b)     (c)      (d)            (e)               (f)            (g)          (h)           (i)
                                                               Restricted     Securities
    Name and                                 Other Annual         Stock       Underlying    LTIP          All Other
   Principle            Salary    Bonus      Compensation        Award(s)    Options/SARs  Payouts       Compensation
    Position     Year    ($)       ($)            ($)               ($)             (#)       ($)              ($)
<S>             <C>    <C>        <C>        <C>                 <C>           <C>            <C>       <C>
Richard         1999   $28,666
Urrea           2000   $70,099
President/CE

Daniel Urrea    1999   $10,000
      CFO       2000   $29,999

Brent           1999   $ 7,000
Wolford         2000   $ 9,000
      CTO
</TABLE>


                                       16


<PAGE>   17


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

The following table sets forth the names of persons who own of record, or were
known by the Company to own beneficially, more than 5 percent of its issued and
outstanding common stock, and the beneficial ownership of stock as of December
31, 2001 by officers and directors of the Company and all officers and directors
as a group. Except as otherwise noted, each person listed below is the sole
beneficial owner of the shares and has sole investment and voting power of such
shares. No person listed below has any option, warrant or other rights to
acquire additional securities of the Company, except as may be otherwise noted.

<TABLE>
<CAPTION>
(1)                  (2)                                     (3)                                  (4)
                     Name and Address                        Amount and Nature of
Title of Class       Of Beneficial Owner                     Beneficial Owner                     Percent of Class
--------------       -------------------                     --------------------                 ----------------

<S>                  <C>                                     <C>                                  <C>
                     Richard Urrea                           2,496,000 $0.001 Par                 11.4
Common               600 Alcalde SW #4D
                     Albuquerque, NM 87104

                     Matthew Urrea                           2,496,000 $0.001 Par                 11.4
Common               2213 Matthew NW
                     Albuquerque, NM 87110

                     Daniel Urrea                            2,496,000 $0.001 Par                 11.4
Common               3009 Charleston NE
                     Albuquerque, NM 87110

                     Nunzio P De Santis                      2,496,000 $0.001 Par                 11.4
Common               600 Central Ave. SW, 3rd Floor
                     Albuquerque, NM 87102

                     Francisco Urrea Jr.                     2,184,000 $0.001 Par                 10.0
Common               3009 Charleston NE
                     Albuquerque, NM 87110

                     Brent Wolford                           2,080,000 $0.001 Par                  9.5
Common               2601 Silver Avenue SE #8
                     Albuquerque, NM 87106

                     Con Queso, LLC                          1,353,600 $0.001 Par                  6.2
Common               P.O. Box 7460
                     Albuquerque, NM 87194

                     Henri Hornby                            1,082,540 $0.001 Par                  4.9
Common               3653 Hemlock Court
                     Reno, NV 89509

No. Shares & %                                               Total shares                         53.7
owned by directors                                           11,752,000
& officers as a
whole
</TABLE>


                                       17

<PAGE>   18

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

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

a) Exhibits

     2.1  Acquisition Agreement between Ave and DMI

     2.2  Majority Written Consent of Directors of Ave Inc. dated July 9, 1999

     2.3  Letter of Intent between Ave and CyCo.Net dated July 9, 1999

     2.4  Stock Specimen

     2.5  Board of Directors Resolution dated January 5, 1998

     2.6  Resolution of the Directors of Walsh Communications Group dated May 4,
          1990 to change name to Ave, Inc.

     2.7  Certificate of Amendment to Change name to Ave, Inc. dated 5/7/90

     2.8  Certificate of Agreement of Merger of DeLuxe Onyx Company dated
          January 23, 1987

     2.9  Certificate and Agreement of Merger of DeLuxe dated 1/23/87

     2.10 Certificate Amending Certificate of Incorporation dated January 23,
          1987

     2.11 Majority Written Consent of Directors of Ave, Inc. Dated January 20,
          1998

     3.   Ave, Inc. By Laws

     10.0 Line of Credit Agreement dated August 9, 1999


     10.1 Amendment to Line of Credit Agreement dated August 9, 1999


     21.1 Articles of Incorporation of Cyco.Net, Inc. the Wholly Owned
          Subsidiary Cyco.Net, Inc. (formerly Ave, Inc.)



                                       18
<PAGE>   19

     21.2 Certificate of Amendment to Articles of Cyco.Net, Inc. to change name
          from Ave, Inc. to Cyco.Net, Inc.

     21.3 Certificate of Amendment of Cyco.Net, Inc.

     21.4 Organizational Minutes of Cyco.Net, Inc.

     21.5 By-Laws of Cyco.Net, Inc.

     99.0 Promissory note from Cyco.Net, Inc. to Francisco Urrea Jr.


b) No reports on Form 8K were filed under the Securities Exchange Act of 1934
during the quarter ended December 31, 2000.




























                                       19

<PAGE>   20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                    CYCO.NET, INC.

Date: 4/13/01                       By: /s/ RICHARD URREA
      --------------------              --------------------------------------
                                        Richard Urrea, President and
                                        Chief Executive Officer

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.




Date: 4/13/01                       By: /s/ RICHARD URREA
      --------------------              --------------------------------------
                                        Richard Urrea, President and
                                        Chief Executive Office




Date: 4/13/01                       By: /s/ DANIEL URREA
      --------------------              --------------------------------------
                                        Richard Urrea
                                        Chief Financial Officer




Date: 4/13/01                       By: /s/ FRANCISCO URREA, JR.
      --------------------              --------------------------------------
                                        Francisco Urrea, Jr.
                                        Director






                                       20

<PAGE>   21

                                  CYCO.NET,INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

<S>                                                                                   <C>
         Report of Independent Auditors                                               F-2

         Consolidated Financial Statements:

         Consolidated Balance Sheets                                                  F-3

         Consolidated Statement of Operations                                         F-4

         Consolidated Statement of Stockholders' Equity                               F-5

         Consolidated Statement of Cash Flows                                         F-6

         Notes to Consolidated Financial Statements                                   F-7 - F-13
</TABLE>











                                       F-1

<PAGE>   22


REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Cyco.Net, Inc.


We have audited the accompanying consolidated balance sheet of Cyco.Net, Inc as
of December 31, 2000, and the related consolidated statements of operations,
stockholders' (deficit) equity, and cash flows for the year then ended and for
the period from January 25, 1999 (inception) to December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates 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 Cyco.Net, Inc. as of December
31, 2000, and the results of its operations, and its cash flows for the year
then ended and the period from January 25, 1999 (inception) to December 31,
1999, 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 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a working capital deficit. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


Stark Tinter & Associates, LLC


Denver, Colorado
April 8, 2001








                                       F-2



<PAGE>   23

                                 CYCO.NET, INC.
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2000

<TABLE>

<S>                                                     <C>
ASSETS
Current Assets:
  Cash                                                  $     44,838
  Receivables                                                 70,377
  Inventory                                                    5,776
  Prepaid expenses                                             1,905
                                                        ------------
     Total Current Assets                                    122,896
                                                        ------------

Property and Equipment, net of accumulated
  depreciation of $207 at December 31, 2000                    3,392
                                                        ------------
Securities available for sale

Other Assets:
Intangible asset, net of accumulated
  amortization of $5,208                                      19,792
  Other receivables - related party                           23,994
                                                        ------------
          Total Assets                                  $    170,074
                                                        ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses                 $    163,900
                                                        ------------
     Total Current Liabilities                               163,900
                                                        ------------

Stockholders' Equity:
Common Stock, $0.001 par value,
    30,000,000 shares authorized,
    21,946,419 issued and outstanding                         21,946
Additional paid in capital                                   342,859
Accumulated (deficit)                                       (358,631)
                                                        ------------
     Total Stockholders' Equity                                6,174

          Total Liabilities and Stockholders' Equity    $    170,074
                                                        ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-3

<PAGE>   24


                                 CYCO.NET, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                              Year ended December 31,
                                                           -----------------------------
                                                               2000            1999
                                                           ------------     ------------

<S>                                                        <C>              <C>
Revenues                                                   $  2,496,018     $      9,671
Operating expenses:
  Cost of sales                                               2,302,510            8,321
  General and administrative expenses                           386,152          141,689
                                                           ------------     ------------
    Total operating expenses                                  2,688,662          150,010

(Loss) from operations                                         (192,644)        (140,339)

Other income (expense)
Interest expense                                                    (53)            (103)
Realized (loss) on securities available for sale                (25,492)              --
                                                           ------------     ------------
Net (loss)                                                     (218,189)        (140,442)

Other comprehensive (loss):
  Unrealized (loss) on available for sale securities                 --           (4,688)
                                                           ------------     ------------

Comprehensive (loss)                                       $   (218,189)    $   (145,130)
                                                           ============     ============



Per share information:
Net (loss) per common share (basic and diluted)            $      (0.01)    $      (0.01)
                                                           ============     ============


Weighted average shares outstanding (basic and diluted)      20,619,849       17,366,281
                                                           ============     ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                       F-4
<PAGE>   25

                                 CYCO.NET, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
      FOR THE PERIOD FROM JANUARY 25, 1999 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>


                                                                  Common Stock      Additional                 Other
                                                             ---------------------   Paid in    Accumulated Comprehensive
                                                               Shares     Amount     Capital      Deficit      (Loss)       Total
                                                             ----------  ---------  ----------  ----------- ------------- ----------
<S>                                                          <C>         <C>        <C>         <C>         <C>           <C>
  Shares issued at inception for services
    at $.001 per share                                       14,976,000  $   7,200  $       --   $      --   $      --   $    7,200
  Reclassification of paid in capital                                --      7,776      (7,776)         --          --           --

  Shares issued for cash at $.05 per share                      208,000        208       4,792          --          --        5,000

  Shares issued for services at $.05 per share                  145,600        146       3,354          --          --        3,500

  Shares issued for cash at $.10 per share                      769,600        770      36,230          --          --       37,000

  Shares issued for services at $.10 per share                  312,000        312      14,688          --          --       15,000

  Shares issued in conjunction with a
    recapitalization                                          2,909,219      2,908      43,597          --     (37,500)       9,005

  Shares issued for a receivable at $.10 per share              150,000        150      14,850          --          --       15,000

  Shares issued for cash at $.50 per share                       20,000         20       9,980          --          --       10,000

  Shares issued for cash at $.20 per share                       50,000         50       9,950          --          --       10,000

  Shares issued for cash at $.05 per share                      200,000        200       9,800          --          --       10,000

  Shares issued for cash at $.075 per share                     200,000        200      14,800          --          --       15,000

  Unrealized loss on available for sale securities                   --         --          --          --      (4,688)      (4,688)

  Net (loss) for the period ended, December 31, 1999                 --         --          --    (140,442)         --     (140,442)
                                                             ----------  ---------  ----------   ---------   ---------   ----------

Balance at December 31, 1999                                 19,940,419     19,940     154,265    (140,442)    (42,188)      (8,425)

  Shares issued for cash at $.05 per share                      200,000        200       9,800          --          --       10,000

  Shares issued for cash at $.10 per share                      520,000        520      51,480          --          --       52,000

  Shares issued for services at $.10 per share                1,036,000      1,036     102,564          --          --      103,600

  Shares issued in exchange for domain name
         at $.10 per share                                      250,000        250      24,750          --          --       25,000

  Change in unrealized net (loss) due to sale of securities          --         --          --          --      42,188       42,188

  Net (loss) for the year ended, December 31, 2000                   --         --          --    (218,189)         --     (218,189)
                                                             ----------  ---------  ----------   ---------   ---------   ----------

Balance at December 31, 2000                                 21,946,419  $  21,946  $  342,859   $(358,631)  $      --   $    6,174
                                                             ==========  =========  ==========   =========   =========   ==========
</TABLE>

          See accompanying notes to consolidated financial statements.
                                       F-5




<PAGE>   26

                                   CYCO.NET, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                               YEAR ENDED
                                                                                              DECEMBER 31,
                                                                                      -----------------------------
Cash flows from operations:                                                               2000             1999
                                                                                      ------------     ------------
<S>                                                                                   <C>              <C>
Net (loss)                                                                            $   (218,189)    $   (140,442)
Adjustments to reconcile net (loss) to net cash (used in)
 operating activities
Realized loss on sale of available for sale securities                                      25,492               --
Amortization                                                                                 5,208               --
Depreciation                                                                                   207               --
Write off note payable                                                                     (10,000)              --
Common stock issued for services                                                           103,600           40,700
Common stock issued in conjunction with a recapitalization                                      --           46,505
Available for sale securities received as payment for license rights                            --          (50,000)
Common stock issued in exchange for a subscription receivable                                   --          (15,000)
Changes in assets and liabilities:
(Increase) decrease in receivables                                                         (43,770)              --
(Increase) decrease in other receivables                                                   (23,994)         (26,607)
(Increase) decrease in inventory                                                            (4,719)          (1,057)
(Increase) decrease in prepaid expenses                                                      2,295           (4,200)
(Increase) decrease in accounts payable                                                    118,062           45,838
                                                                                      ------------     ------------
Net cash (used in) operating activities                                                    (45,808)        (104,263)
                                                                                      ------------     ------------

Cash flows from investing activities:
Proceeds from sale of available for sale securities                                         24,508               --
Acquisition of fixed assets                                                                 (3,599)              --
                                                                                      ------------     ------------
Net cash (used in) investing activities                                                     20,909               --
                                                                                      ------------     ------------

Cash flows from financing activities:
Proceeds from stock issuance                                                                62,000           87,000
Decrease in subscription receivable                                                         15,000               --
Increase (decrease) in amounts due to related party                                        (18,000)          18,000
Proceeds from note payable                                                                      --           10,000
                                                                                      ------------     ------------
Net cash provided by financing activities                                                   59,000          115,000
                                                                                      ------------     ------------

Net increase in cash                                                                        34,101           10,737
Beginning cash balance                                                                      10,737               --
                                                                                      ------------     ------------

Ending cash balance                                                                   $     44,838     $     10,737
                                                                                      ============     ============

Supplemental cash flow information:
Cash paid for income taxes                                                            $         --     $         --
                                                                                      ============     ============
Cash paid for interest                                                                $         53     $         --
                                                                                      ============     ============

Supplemental Disclosure Of Significant Non-Cash Financing and Investing Activities
Common stock issued in exchange for acquisition of domain name                        $     25,000     $         --
                                                                                      ============     ============
Unrealized loss on available for sale securities                                      $         --     $     (4,688)
                                                                                      ============     ============
</TABLE>



          See accompanying notes to consolidated financial statements.

                                       F-6

<PAGE>   27


                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Cyco.Net, Inc. (the "Company") was incorporated on January 25, 1999 in the State
of New Mexico. The Company has a network of web-based businesses. The Company's
primary line of business is the sale of cigarettes through their websites
"Cycocigs.com" and "Aabakismokes.com".

The Company was in the development stage from its inception on January 25, 1999
through December 31, 1999. The Company commenced operations on January 1, 2000.

During July 1999 the Company completed reorganization with AVE, Inc. a Nevada
corporation, whose net assets aggregated $46,505. In conjunction therewith, AVE,
Inc. issued 16,411,200 shares of its restricted common stock for all of the
issued and outstanding common shares of the Company. This reorganization was
accounted for as though it were a recapitalization of the Company and sale by
the Company of 2,909,219 shares of common stock in exchange for the net assets
of AVE, Inc.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. All significant intercompany accounts and
transactions have been eliminated.

Revenue recognition

The Company's primary source of revenue is the sale of cigarettes through their
website "Cycocigs.com". The Company records revenue from cigarette sales when
product is shipped. The Company also generates revenue through online
advertising. The Company recognizes advertising revenues over the period the ads
are displayed on the website.

Inventory

Inventory is stated at the lower of cost or market, cost being determined on a
first-in, first-out basis.

Advertising costs

The Company expenses all costs of advertising as incurred. Advertising costs
included in selling, general and administrative expenses aggregated $7,489 in
2000 and $2,178 in 1999.

Cash, cash equivalents and short-term investments

For purposes of balance sheet classification and the statements of cash flows,
the Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

                                       F-7


<PAGE>   28

                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2000. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
cash equivalents, accounts receivable, accounts payable and accrued expenses.
Fair values were assumed to approximate carrying values for these financial
instruments because they are short term in nature, their carrying amounts
approximate fair values, or they are receivable or payable on demand.

Property and equipment

Property and equipment is stated at cost and is being depreciated using the
straight-line method over the asset's estimated economic life of 5 years.

Impairment of long-lived assets

The Company periodically reviews the carrying amount of property, plant and
equipment and its identifiable intangible assets to determine whether current
events or circumstances warrant adjustments to such carrying amounts. If an
impairment adjustment is deemed necessary, such loss is measured by the amount
that the carrying value of such assets exceeds their fair value. Considerable
management judgement is necessary to estimate the fair value of assets,
accordingly, actual results could vary significantly from such estimates. Assets
to be disposed of are carried at the lower of their financial statement carrying
amount or fair value less costs to sell. As of December 31, 2000 there were no
such impairments.

Net (loss) per common share

The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128"). Basic earnings per common share ("EPS")
calculations are determined by dividing net income by the weighted average
number of shares of common stock outstanding during the year. Diluted earnings
per common share calculations are determined by dividing net income by the
weighted average number of common shares and dilutive common share equivalents
outstanding. During the periods when they are anti-dilutive, common stock
equivalents, if any, are not considered in the computation.

Intangibles

Product and website development costs incurred in developing the Company's
website are accounted for in accordance with SOP 98-1. Product and website
development costs include amounts incurred by the Company to develop, enhance,
manage, monitor and operate the Company's website. External direct costs of
materials and services consumed in developing or obtaining internal-use computer
software, payroll and payroll- related costs for employees who devote time
directly related to the internal-use computer software project, and interest
costs incurred while developing internal-use computer software are capitalized.
Product development costs, preliminary project and past implementation product
costs are expensed as incurred. Internal costs for upgrades and enhancements
that result in probable additional functionality are capitalized.


                                       F-8

<PAGE>   29

                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

On August 1, 2000 the Company issued 250,000 shares of its'$0.001 par value
common stock for the purchase of a domain name. Amortization is computed using
the straight line method over a life of two years. Accumulated amortization of
the domain name at December 31, 2000 was $5,208.

Stock-based compensation

The Company accounts for stock based compensation in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation." The provisions of SFAS No. 123
allow companies to either expense the estimated fair value of stock options or
to continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma
effects on net income (loss) had the fair value of the options been expensed.
The Company has elected to continue to apply APB 25 in accounting for its stock
option incentive plans.

Use of estimates

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

Segment information

The Company follows SFAS No. 131, "Disclosure about Segments of an Enterprise
and Related Information". Certain information is disclosed, per SFAS No. 131,
based on the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in one
business segment and will evaluate additional segment disclosure requirements as
it expands operations.

Reclassifications

Certain amounts presented in the previous years financial statements have been
reclassified to conform to the current year presentation.

Concentrations

There have been a number of adverse legislative, regulatory, political and other
developments concerning the tobacco industry that have received widespread media
attention. These developments may negatively affect the perception of potential
current customers with respect to the tobacco industry, and therefore effect the
Company's operations.





                                       F-9

<PAGE>   30


                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

Recent pronouncements

The FASB recently issued Statement No 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
rule now will apply to all fiscal quarters of all fiscal years beginning after
June 15, 2000. In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities". The Statement will require the
Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If the derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives will either be offset against the change in fair
value of the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. The Company has not engaged in any hedging
activities since their inception on January 25, 1999.

During December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAS
No. 101), which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. SAB No. 101 did not impact the
Company's revenue recognition policies.


NOTE 2. GOING CONCERN

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has experienced a loss from operations as a result of its investment
necessary to achieve its operating plan, which is long-range in nature. For the
periods ended December 31, 2000 and 1999, the Company incurred net losses of
$218,189 and $140,442, respectively. At December 31, 2000, the Company had a
working capital deficit of $41,004.

The Company's ability to continue as a going concern is contingent upon its
ability to secure financing, increase ownership equity and attain profitable
operations. In addition, the Company's ability to continue as a going concern
must be considered in light of the problems, expenses and complications
frequently encountered by entrance into established markets and the competitive
environment in which the Company operates.

The Company is pursuing financing for its operations and seeking additional
private placement investments. The Company has begun to operate its websites and
generate significant revenues from the sale of its products.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

                                      F-10

<PAGE>   31

                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 3. LOSS ON INVESTMENT

In conjunction with the recapitalization described in Note 1 the Company
acquired certain marketable securities with a cost of $50,000 and a fair market
value of $12,500. The Company sold the securities during the year ended,
December 31, 2000 for $24,508, resulting in a realized loss of $25,492.

NOTE 4. STOCKHOLDERS' EQUITY

During January 1999 the Company issued 14,976,000 shares of common stock for
services valued at $7,200, which management believes is the fair market value of
the services provided.

During the period from May 1999 through July 1999 the Company issued 977,600
shares of its $0.001 par value common stock to various investors for cash
aggregating $42,000 and 457,600 shares of its $.001 par value common stock to
various individuals in exchange for services valued at $18,500.

During July 1999 the Company issued 2,909,219 shares of its $0.001 par value
common stock in conjunction with a recapitalization (see Note 1).

During the period from August 1999 through December 1999 the Company issued
620,000 shares of its $0.001 par value common stock to various investors for
cash aggregating $45,000 and a receivable of $15,000. The receivable was
collected during January 2000.

During the year ended December 31, 2000, the Company issued 720,000 shares of
its $0.001 par value common stock to various investors for cash aggregating
$62,000.

During the year ended December 31, 2000 the Company issued 1,036,000 shares of
its $0.001 par value common stock to various individuals in exchange for
services valued at $103,600. The Company also issued 250,000 shares of its
$0.001 par value common stock in exchange for the acquisition of a web site
valued at $25,000.

During the periods covered by these financial statements the Company issued
shares of common stock without registration under the Securities Act of 1933.
Although the Company believes that the sales did not involve a public offering
of its securities and that the Company did comply with the "safe harbor"
exemptions from registration, it could be liable for recission of the sales if
such exemptions were found not to apply and this could have a material negative
impact on the Company.

NOTE 5. RELATED PARTY TRANSACTIONS

At December 31, 2000, the Company had a receivable with companies owned by an
officer of the Company of $23,994.

At December 31, 1999, the Company had an outstanding non-interest bearing loan
from an officer of $18,000. The loan was repaid during the year ended December
31, 2000.

                                      F-11

<PAGE>   32

                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

For the year ended December 31, 2000, the Company has included $2,000 due to
related parties in accounts payable and accrued expenses.

NOTE 6. INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred tax
assets and liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or realized.

The types of temporary differences between the tax basis of assets and their
financial reporting amounts that give rise to a significant portion of the
deferred tax asset are as follows:

<TABLE>
<CAPTION>

                                      Reconciling            Tax
                                         Item               Effect
                                      -----------           ------

<S>                                    <C>                 <C>
Net operating loss carryforward:       $358,000            $122,000
                                       ========            ========
</TABLE>

The net operating loss carry forward will expire through 2020. The deferred tax
asset has been fully reserved at December 31, 2000.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate of 34% to income before income taxes due to
the effect of the net operating loss. The net operating loss negates any
provision for income taxes.

NOTE 7. STOCK BASED COMPENSATION

The Company has a compensatory stock option plan. Under the plan, the Company
may grant options for up to 4,000,000 shares of common stock. The exercise price
of each option shall be determined by the Compensation Committee or by the CEO
with reference to factors such as current fair market value of the Stock, net
book value per share, regular or other remuneration already being received by
the optionee. The maximum term of the options is five years and they vest on the
date granted.

During 1999, the Company granted 600,000 options exercisable at $.10 per share
to officers of the Company. These options are exercisable at any time through
January 31, 2003. The Company has agreed, to repurchase these 600,000 options
for $60,000 upon the receipt of proceeds from a Regulation D, Rule 504 offering.





                                      F-12


<PAGE>   33

                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

The effect of applying SFAS No. 123 pro forma net loss is not necessarily
representative of the effects on reported net income (loss) for future years due
to, among other things, the vesting period of the stock options and the fair
value of additional stock options in future years. Had compensation cost for the
Company's stock option plans been determined based upon the fair value at the
grant date for awards under the plans consistent with the methodology prescribed
under SFAS No. 123, the Company's net (loss) would be unchanged.

NOTE 8. COMMITMENTS

In August 1999 the Company entered into a line of credit agreement ("the
agreement") . Pursuant to the terms of the agreement the Company may issue and
sell to an investor up to $890,000 of debentures. The investments in the
debentures may be made in reliance upon the provisions of Rule 504 of the
Securities Act of 1933 and other exemptions from registration of the Securities
Act as may be available. As of the date of these financial statements no
debentures have been issued.

The line of credit agreement provides for debentures convertible at 75% of the
average closing bid price for a period of five days prior to conversion.
Management estimates the price per share of common stock in the recent market,
discounted to 75%, to be $0.03 per share. If there were full payout under the
line of credit agreement and full conversion of the debentures to common stock,
approximately 29.7 million shares would be issued. The authorized capital stock
of the Company consists of 30 million shares of common stock and presently
approximately 26 million shares are outstanding. Thus, full payout and
conversion under the line of credit agreement would be approximately 114% of the
total outstanding common shares.

The Company leases office and warehouse space under an operating lease expiring
during April 2002. The lease calls for monthly payments of $1,664. Rental
expense related to this lease for the years ended December 31, 2000 and 1999
were $ 12,460 and $7,605, respectively. Minimum annual future rent payments
related to the operating lease are $19,970 for the year ending December 31, 2001
and $6,810 for the year ending December 31, 2002.


NOTE 9. SUBSEQUENT EVENT

During April 2001 the Company authorized 4,000,000 shares of their $0.001 par
value common stock to three members of their management team.











                                      F-13

<PAGE>   34



                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
  NO.      DESCRIPTION
-------    -----------
<S>        <C>
   2.1.    Acquisition Agreement between Ave and DMI

   2.2.    Majority Written Consent of Directors of Ave Inc. dated July 9, 1999

   2.3.    Letter of Intent between Ave and CyCo.Net dated July 9, 1999

   2.4.    Stock Specimen

   2.5.    Board of Directors Resolution dated January 5, 1998

   2.6.    Resolution of the Directors of Walsh Communications Group dated May 4, 1990 to change name to Ave, Inc.

   2.7.    Certificate of Amendment to Change name to Ave, Inc. dated 5/7/90

   2.8.    Certificate of Agreement of Merger of DeLuxe Onyx Company dated January 23, 1987.

   2.9.    Certificate and Agreement of Merger of DeLuxe dated 1/23/87.

  2.10.    Certificate Amending Certificate of Incorporation dated January 23, 1987.

  2.11.    Majority Written Consent of Directors of Ave, Inc. Dated January 20, 1998

     3.    Ave, Inc. By Laws

    10.    Line of Credit Agreement dated August 9, 1999

  10.1.    Amendment to Line of Credit Agreement dated August 9, 1999

  21.1.    Articles of Incorporation of Cyco.Net the Wholly Owned Subsidiary of Cyco.Net (formerly Ave, Inc.)

  21.2.    Certificate of Amendment to Articles of Cyco.Net to change name from Ave, Inc. to Cyco.Net.

  21.3.    Certificate of Amendment of Cyco.Net

  21.4.    Organizational Minutes of Cyco.Net

  21.5.    By-Laws of Cyco.Net, Inc.

    99.    Promissory note from Cyco.net to Francisco Urrea Jr.
</TABLE>