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================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended:  December 31, 2001

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ___________________ to __________________

                        Commission file number: 000-21235

                               BARPOINT.COM, INC.
             (exact name of registrant as specified in its charter)

                     Delaware                                11-2780723
         (State or other jurisdiction of                  (I.R.S. Employer
          incorporation or organization)                 Identification No.)

              2200 S.W. 10th Street
             Deerfield Beach, Florida                           33442
     (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (954) 949-7000

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

     Title of each class            Name of each exchange on which registered
        COMMON STOCK,                        Nasdaq SmallCap Market
       $.001 PAR VALUE

        Securities registered pursuant to Section 12(g) of the Act: None
                                (Title of Class)

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not 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. [ ]

     Registrant's revenues for the fiscal year ended December 31, 2001 were
$1,651,557.

     Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant at March 29, 2002 (computed by reference to the
last reported sale price of the registrant's Common Stock on the Nasdaq SmallCap
Market on such date): $3,337,890.

     Number of shares outstanding of each of the registrant's classes of Common
Stock at March 29, 2002: 18,630,599 shares of Common Stock, $.001 par value per
share.

     Transitional Small Business Disclosure Format. Yes [ ] No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain portions of the registrant's definitive Proxy Statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, which will be
filed with the Commission subsequent to the date hereof (the "Proxy Statement"),
are incorporated by reference into Part III of this Form 10-KSB.
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                                     GENERAL

     Unless otherwise indicated or the context otherwise requires, all
references in this Form 10-KSB to "we," "our," "us" or "BarPoint" include
BarPoint.com, Inc. and its consolidated subsidiaries. We disclaim any intent or
obligation to update forward looking statements. All references to a fiscal year
are to BarPoint's fiscal year which for 2001 ends December 31. Prior fiscal
years ended on September 30 of the relevant year. As used herein, fiscal 2000
refers to fiscal year ended September 30, 2000 and fiscal 1999 refers to fiscal
year ended September 30, 1999.

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                                     PART I

ITEM 1. Business

General

     BarPoint is an online and wireless product information and shopping service
provider which also develops mobile device software applications for consumers
and businesses. BarPoint's product information and shopping service platform
utilizes patent pending reverse search technology to enable users to search for
product information using unique product identifiers, including universal
product codes, known as UPCs or barcode numbers, catalog numbers and SKU
numbers. BarPoint continues to compile an extensive product database of retail
products with UPC numbers and related information that BarPoint obtains through
data feeds from retailers, manufacturers and data aggregators. In order to
handle the large amounts of products and data feeds, BarPoint has developed
sophisticated automated data aggregation and integration processes to accept
data in any format, scrub and validate the data, and output the data in any
format.

     The BarPoint technology platform allows product data to be accessed from a
desktop computer or a wide variety of mobile devices, including Internet-enabled
personal digital assistants, known as PDAs, interactive pagers and mobile
phones. The BarPoint platform also supports mobile commerce with a secure
electronic wallet and the ability to place orders directly with electronic
commerce enabled merchants from any Internet device. Other features of the
current BarPoint platform include personalized services such as user-defined
wishlists to save products of interest for later action.

     The BarPoint technology was originally conceived and developed to support a
consumer oriented online and wireless product information and shopping service.
However, the rate of adoption of wireless Internet devices, as well as the
market for wireless consumer shopping services has not developed at the pace we
expected. In spite of this, we have successfully completed the construction of a
robust technology platform that can accommodate any Internet capable device and
offer true mobile commerce capabilities including secure wireless purchasing
from a handheld device such as a mobile phone, interactive pager or PDA. In
addition, we established strategic relationships with the majority of the major
wireless carriers in the US including:

     .    AT&T Wireless;

     .    Cingular Wireless;

     .    Nextel;

     .    Qwest;

     .    Sprint PCS; and

     .    Verizon.

     As a result of these relationships, the BarPoint service is currently
integrated onto the shopping menu of more than 95% of all Internet capable
mobile phones sold in the US. We believe that this strong presence is valuable
real estate and has the potential to generate significant traffic and visitors
to BarPoint and our partner merchants as mobile Internet usage continues to
grow.

     As there have been significant changes in the Internet and consumer
wireless markets since we first launched the BarPoint service in 1999, we
believed it was necessary to change our original business model in order to
become a service provider, leveraging our mobile-commerce technology platform
and extensive carrier relationships to quickly and affordably create a wireless
presence for our vendor partners. As a result of this, at the end of 2001 we
introduced the Mobile Merchant Marketplace or M/3/.

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The Mobile Merchant Marketplace

     The Mobile Merchant Marketplace program creates a "store-within-a-store"
for participating merchants within the BarPoint service. Current merchants
include The Sharper Image and Office Depot. The Mobile Merchant Marketplace
program provides merchants with a turnkey mobile commerce solution for far less
than the cost of developing their own mobile infrastructure. The Mobile Merchant
Marketplace allows customers to browse through vendor-branded Internet stores,
using mobile phones, PDAs and interactive pagers, and to search for products by
using barcode numbers, merchants' proprietary SKUs, catalog numbers or any other
merchant-specific identifiers. Products can then be purchased wirelessly
directly from the selected merchant using BarPoint's mobile wallet, or products
can be saved to users' personalized gift and wish lists through My BarPoint
services.

     Mobile Merchant Marketplace essentially creates a wireless Internet Mall
where our retail and etail tenants can make their entire catalog of products
available for promotion and direct purchase from any Internet enabled mobile
device. They can take advantage of BarPoint's robust technology and prime
placement on the major carrier's shopping decks, providing one more simple way
for their customers to shop from them, anytime, anywhere. In addition, the
Mobile Merchant Marketplace program can extend the promotional lifecycles of any
printed material (e.g., catalogs, advertisements, etc.) by allowing users to
easily access product information and/or bookmark products into customized
"want" and "have" lists for quick reference and ordering at a later time. Other
features of a partner's branded Mobile Merchant Marketplace can include a store
locator and a branded URL with a direct link to the merchant's branded Mobile
Merchant Marketplace page within the BarPoint service. Each BarPoint Mobile
Merchant Marketplace partner also receives a branded storefront accessible
though www.barpoint.com from a desktop PC as well as through wireless devices.

     We provide a turnkey wireless solution for the merchant that is faster,
easier and far less expensive than it would be for the merchant to build its own
wireless service. In addition, merchants are able to take advantage of our
technology infrastructure as well as our placement with our carrier partners.
For a retailer, BarPoint's Mobile Merchant Marketplace offering is one of the
simplest and most cost effective ways to have a wireless presence for their
customers. We are not aware of any current competitors offering retailers a
comparable service. The other alternative a retailer would have is to hire one
of the numerous wireless software providers to build a custom solution that
would likely take longer, cost more and not include any carrier distribution.

Data Integration Group Services

     In order to service our own needs in building a very large database of
products and related product information, we have had to develop sophisticated
data aggregation and integration technology, which we refer to as DIGS(TM). Our
DIGS technology fully automates much of the labor intensive and mundane work
that is necessary to receive multiple data feeds in a variety of disparate
formats, and then scrub and validate such data for presentation in a common
format, or yet another range of disparate formats. DIGS can handle an unlimited
number of feeds and an unlimited number of products and it can accept and
process any format in, and deliver any format out. We believe there are many
companies that may potentially benefit from utilizing DIGS as a service provided
by BarPoint. DIGS customers would be able to reduce their in-house data
aggregation and integration costs by outsourcing aspects of the process to
BarPoint.

Company History

     Our company was incorporated in Delaware on December 19, 1995 under the
name The Harmat Organization, Inc., referred to as Harmat, and began operations
as a construction, architectural landscape design and real estate development
firm. Beginning in 1997, Harmat believed that it was in the best interest of its
stockholders to change direction away from the real estate business and began
making strategic investments in technology-oriented companies.

     On June 3, 1999, Harmat acquired all of the shares of BarPoint.com, Inc., a
Florida corporation, known as BarPoint-Florida that was founded in October 1998.
The transaction was accounted for as a reverse acquisition, as if
BarPoint-Florida had acquired Harmat, because the stockholders of
BarPoint-Florida owned a majority of Harmat's outstanding common stock after the
transaction. Following the acquisition, we changed our name from

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The Harmat Organization, Inc. to BarPoint.com, Inc. and continued to develop our
current line of business which was originated by BarPoint-Florida. The Florida
corporation that we acquired is now our wholly owned subsidiary.

     On November 5, 1999, we acquired Synergy Solutions, Inc., which creates
commercial applications for Palm Computing devices. Synergy Solutions' products
are currently sold at major on-line, retail, and catalog software vendors. Today
our Synergy Solutions brand handles the development of software applications and
mobile solutions for BarPoint, as well as general applications for mobile
devices.

     BarPoint is in the development stage as of December 31, 2001 for financial
reporting purposes. Although historically revenues have been generated from
software sales by Synergy Solutions, a wholly owned subsidiary, in fiscal 2001
BarPoint has begun to generate revenues from its principal operations. Revenues
to date from principal operations have not been significant. In addition, our
products and services have only recently been introduced to the marketplace. We
expect revenues from the BarPoint online and wireless product information and
shopping services to develop and grow during 2002 and at that time we anticipate
exiting the development stage. The successful completion of BarPoint's
development program and, ultimately, the attainment of profitable operations is
dependent upon future events, including achieving market acceptance of our
products and services, maintaining adequate financing to fulfill development
activities and achieving a level of revenues adequate to support BarPoint's cost
structure.

Industry Overview

     We believe that as wireless networks continue to improve and mobile
handsets and devices continue to become more capable and user friendly in
design, there will be steady growth in mobile commerce and the use of mobile
devices to access information from the Internet. According to J.D. Power and
Associates, nearly twice as many subscribers in 2001 (23 percent) report
accessing the Internet via a wireless phone compared to 2000 (12 percent). In
terms of the purchasing power of mobile device users, GartnerG2 Research
suggests that as much as 10% of all business to consumer e-commerce transactions
in the US will be done through devices other than PC's by 2005 and by the same
year $9.5 billion will be spent through mobile devices. The Yankee Group states
that approximately 50 million wireless phone users in the US will use their
devices to authorize payment for premium content and physical goods by 2006.
These 50 million mobile users will spend approximately $15 billion purchasing
with their wireless devices.

     As this wireless market continues to develop, more and more retailers and
business will desire services such as those provided by BarPoint in order to
have the ability to promote and sell their products to users of mobile devices,
and to make their product information available to mobile employees and agents,
anytime, anywhere.

Strategy

     Our objective is to establish BarPoint as both the leading brand for mobile
shopping as well as a leading mobile commerce service provider to retailers and
business. In addition, we will continue to leverage our capabilities as an
application developer as well as pursue opportunities to use our technology to
offer data aggregation and integration services to companies that regularly
handle large numbers of data feeds. To achieve these goals we intend to:

     .    Maintain our Technology Platform to Support New Networks and Devices.
          We have substantially completed the capital-intensive phase of
          creating and building the technology infrastructure that supports the
          BarPoint service and platform. While the costs of continuing to
          maintain our infrastructure are significantly less than the costs to
          build it, we have developed a scalable and robust system and we will
          continue to make enhancements to our technology platform to take
          advantage of opportunities created by the ongoing availability of new
          and improved wireless data networks, such as 2.5 and 3G, as well as
          the continued introduction of newly designed handsets and mobile
          devices.

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     .    Pursue Retail and Enterprise Customers for Mobile Merchant
          Marketplace. We will continue to pursue retail customers for our
          Mobile Merchant Marketplace turnkey mobile commerce solution. We
          provide and host a complete branded mobile store for participating
          retailers. Typically, we expect such participating retailers to pay a
          monthly service fee as well as an affiliate commission on all
          transactions sent to them through the BarPoint infrastructure. Mobile
          Merchant Marketplace partners are able to cost-effectively leverage
          the robust technology platform BarPoint has built and offer their
          customers the ability to shop from any mobile device, as well as the
          advantages and convenience of BarPoint's wish lists and other
          features. In addition, Mobile Merchant Marketplace retailers benefit
          from BarPoint's widespread carrier presence, making their mobile
          stores readily accessible on more than 95% of the Internet capable
          phones sold in the US. For retailers or businesses that are not
          capable of fulfilling on-line orders or who do not see the need for a
          mobile sales channel, we also offer a stand-alone store locator
          offering. For a modest monthly fee, store locator partners can have a
          branded listing within the BarPoint service on all the carriers and
          users can use any mobile device to find the nearest store by entering
          their current zip code. We also intend to leverage our Mobile Merchant
          Marketplace platform to service enterprise customers who want to make
          their product information available on mobile devices for use by
          employees, sales representatives, agents, customers and others. For
          example, a plumbing supply company could use BarPoint's M/3/ platform
          to make its entire product line accessible to its plumber customers
          directly through their mobile phones. Plumbers in the field could
          instantly obtain product information pricing, create a customer list,
          or even place an order direct from the plumbing supply company right
          from their jobsite using any internet capable mobile device. Our
          strategy is to approach appropriate enterprises directly as well as to
          enter into value added reseller relationships with hardware
          manufacturers and others who approach enterprises with mobile
          solutions.

     .    Develop custom and commercial software applications for consumers and
          businesses. Our Synergy Solutions business continues to support and
          sell its existing line of productivity software for handheld devices
          using the Palm and Pocket PC operating systems. Current retail sales
          are primarily through on-line channels. In addition we continue to
          pursue bundling and original equipment manufacturer opportunities for
          appropriate Synergy products. As an applications developer, we also
          offer our custom application development capability to our retail and
          other partners. To date we have created a custom Palm application for
          Office Depot called the Office Depot Quick Purchase and our strategy
          is to offer similar applications to other retail partners. We continue
          to further develop and refine our existing applications and we are
          actively pursuing custom application opportunities with both existing
          and new customers. Once a merchant becomes a M/3/ customer, we also
          look for opportunities to create a custom application for them.

     .    Develop Customers for Data Integration Group Services (DIGS(TM)). We
          intend to pursue customers for our Data Integration Group Services
          (DIGS). Our robust and flexible automated process allows us to
          retrieve an unlimited number of data feeds of any format, containing
          an unlimited number of products, and scrub, validate and normalize the
          data into any common format. Conversely, we can take any common format
          database and output and output it to any other format or formats. Our
          strategy is to offer DIGS as a service to companies and receive a
          recurring service fee as they utilize DIGS to process their feeds. In
          addition, incremental DIGS revenue may come from customization of
          various scripts and related development fees. We will offer DIGS to
          companies we have identified who deal in large data feeds including
          retailers, etailers and data aggregators. We already have existing
          relationships with some of these businesses.

     .    Establish a Brand Identity. We will continue to build our brand
          identity primarily through pursing cross-promotion and marketing
          opportunities with our distribution and retail partners.

Database and Products

     The BarPoint service can be accessed via the Internet at www.barpoint.com
from desktop computers or mobile wireless devices, including pagers, PDA's and
mobile phones. The BarPoint service allows users to search

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for products by keyword, UPC and other unique identifiers. From the main
BarPoint menu, users can search for a product by UPC code or keyword, or they
can select a category. Current supported categories include:

     .    books;

     .    music;

     .    movies;

     .    computers;

     .    office products;

     .    electronics;

     .    toys; and

     .    pets

     In the Mobile Merchant Marketplace users can first select a preferred
vendor such as The Sharper Image or Office Depot, and then search for products
within a branded mobile store for the specific vendor. Once a product is
selected, users can review detailed product information, save the product to a
personal list, email the information to a friend, or even purchase the item,
directly from their mobile device, using BarPoint's secure electronic wallet.

Technology

     We utilize patent pending "reverse search" technology that enables
consumers to access our Internet database and search for product-specific
information using a unique product identifier such as a UPC barcode number. When
a UPC barcode number is entered, our technology and database is used to first
identify the item, as well as its manufacturer and product category. Then, using
that information, our search technology collects a wide range of product
details, links and related information. All of this information is returned to
the consumer on our search results page on any device. Our robust platform
recognizes the device making a request and automatically presents search results
in a format appropriate for the particular device's screen and memory
capabilities. Our secure mobile wallet allows users to register one time and
then make secure purchases from any Internet device. Our personalized "My
BarPoint" services allow a user to save items on customized "want" and "have"
lists, and seamlessly create, access and modify those lists from any device.
Additionally, our DIGS technology allows us to accept large numbers of data
feeds in any format and automatically scrub, validate and process those feeds
into any other format. Other features of our DIGS technology include attribute
ranking, which allows us to select the best content for a particular product
from multiple sources so that our search results page presents the best possible
content for the product.

     Currently, our website is hosted on Unix based equipment from Sun
Microsystems and our primary database is stored using Oracle 8i software. The
server equipment is located in Virginia at a Tier 1 facility.

     Our service is available by accessing www.barpoint.com from any device that
can access the Internet. UPC barcode number searches can be executed by simply
typing or scanning in a UPC barcode number. If a visitor to our site does not
have the UPC barcode number handy for the product they are interested in, they
can also conduct a search by entering a text description of the desired item and
in many cases a SKU number, catalog number or other unique identifier. We have
also introduced the BarPoint Shopper(TM) web clipping application for the Palm
VII wireless organizer from Palm Computing, and other wireless Palm OS devices
that use the WCA format to access Internet information. Users of web-enabled
interactive pagers and cellular phones can access our service by simply pointing
their mobile browser to our website.

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Sales and Marketing

     Historically, our revenues have been derived mainly from the sale of
software applications, category sponsorships and sales of scanning hardware to
primarily one customer. However, with the rollout of the Mobile Merchant
Marketplace in November 2001, we expect to begin to generate additional revenues
in the following ways:

     .    from monthly service fees and affiliate commissions from merchants
          using our Mobile Merchant Marketplace turnkey mobile commerce
          solution;

     .    selling promotional advertising and sponsorship opportunities;

     .    from monthly service fees from businesses that sign up for the Mobile
          Merchant Marketplace and/or store locator service;

     .    service  fees  from  companies  utilizing  DIGS data  aggregation  and
          integration services;

     .    development  fees from  custom  applications  for retail and  business
          partners; and

     .    continued sales of Synergy Solutions software.

     We will work closely with our distribution and retail partners on a variety
of cross-promotion and cross-marketing opportunities to drive increased numbers
of users to the BarPoint service and Mobile Merchant Marketplace partners.

Research and Development

     We believe that strong product development capabilities are essential to
our strategy of continuing to enhance and improve our product offerings both on
our website and on mobile devices. While we have downsized our staff over this
past year, we have managed to retain many talented, qualified personnel in order
to optimize our ability to adapt to rapidly changing technologies and evolving
customer expectations. Our patent-pending "reverse search" technology has been
developed to provide access to our database of UPC linked product information
from a variety of Internet capable devices, using industry standard software
platforms. Our in-house web development team includes programmers, engineers,
and database administrators. Approximately 43% of our current staff is involved
in our technology activities.

     Research and development expenses were approximately $704,000 for the year
ended December 31, 2001, $577,000 for the quarter ended December 31, 2000 and
$1.2 million for the year ended September 30, 2000. Research and development
expenses were primarily due to development of our product database, content and
technology infrastructure.

Intellectual Property

     Our future success and ability to compete depends significantly on our
proprietary technology. We have applied for six patents related to our
technology. We cannot assure our stockholders that any of these patents will be
issued, or if issued that any of them will be upheld against challenges. In
addition, we rely on copyright, trademark and trade secret laws and
confidentiality agreements with our employees and third parties to protect our
intellectual property. We have applied for registration of several trademarks,
including the BarPoint name, our logo M/3/ and DIGS in the United States and
will seek to register additional service marks and trademarks as appropriate.

     Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy or otherwise obtain and use our proprietary information or
technology. The laws of some foreign countries do not protect proprietary rights
to the same extent as the laws of the United States and we currently do not have
any patents in any foreign country. In addition, others could possibly
independently develop substantially equivalent intellectual property. If we do
not effectively protect our intellectual property, our business could suffer.

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     Companies in the computer software industry frequently resort to litigation
regarding intellectual property rights. We may have to litigate to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of other parties' proprietary rights. This type of
litigation, even if we are successful, could be time-consuming and expensive,
divert management's attention, cause product or service delays or require us to
enter into royalty or licensing agreements on terms that may not be acceptable
to us. A successful claim of infringement against us could materially adversely
affect our business, financial condition and results of operations.

Competition

     The electronic and mobile commerce markets are relatively new and are
growing rapidly. We face competition from a number of established competitors
who offer consumer goods and product information on the Internet including
Yahoo!, Lycos, Mysimon.com, E-compare, Dealtime.com, Qode, Infospace.com, and
others. With regard to our Mobile Merchant Marketplace, although there are few,
if any, similar turnkey solutions, we compete with a wide range of companies
that offer various levels of mobile enablement software and services, including
Air 2web, Mobilian, 2 Roam, and many others, as well as numerous technology
integrators who can build a custom wireless solution. Many of our competitors
have greater financial, technical, marketing and other resources than us.
Because barriers to entry are low, new competitors will continue to emerge. With
regard to DIGS we will be competing with software manufacturers and integrators
that provide various data aggregation solutions.

     Our ability to compete successfully depends in part upon our ability to
attract and retain personnel with a wide range of technical capabilities.
Competition for experienced and technically capable personnel is intense, and is
expected to increase in the future. We cannot assure our stockholders that we
will be able to attract and retain the necessary personnel to develop and expand
our business.

     If another company develops similar or superior capabilities or if our
concept and technology do not achieve market acceptance, our business, financial
condition and results of operations will be materially adversely affected.

Employees

     As of December 31, 2001, we had 21 full-time employees. Our employees are
not represented by any collective bargaining agreements, and we have never
experienced a work stoppage. We believe our employee relations are good.

ITEM 2. Properties

     Our corporate headquarters are currently located in Deerfield Beach,
Florida. We lease approximately 50,000 square feet of space in Deerfield Beach,
Florida under a lease that expires in 2010, however, in March 2002 we entered
into a termination agreement with our landlord that will release us from our
obligations on June 1, 2002, subject to the landlord's signing of a lease with a
new tenant and the new tenant's approval by the landlord's lender. As of March
25, 2002 these contingencies remain unsatisfied.

ITEM 3. Legal Proceedings

     On June 22, 2001, we filed suit against our former managed service
provider, Logictier, Inc., and certain of its officers and directors in the
United States District Court for the Northern District of California. The suit
involves Logictier's abrupt discontinuation of certain Web site hosting and
related services to us. BarPoint seeks money damages in an amount to be
determined at trial. As of March 14, 2002, the parties are currently in the
process of completing discovery.

     On or about November 26, 2001, VisualTek Solutions, Inc. filed a Demand for
Arbitration with the American Arbitration Association concerning an alleged
breach of a certain contract between us and VisualTek, dated August 15, 2000.
VisualTek has requested relief against BarPoint for "breach of contract,"
"quantum meruit" and "common counts." The amount of relief claimed is for
"monetary damages according to proof." We believe that VisualTek's claims are
without merit and intend to vigorously defend against these claims in the
proceeding.

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We may also raise counterclaims against VisualTek for damages. As of March 14,
2002, the parties have selected an arbitrator and are engaged in preliminary
motion practice and discovery and document exchange.

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

     None.

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                                     PART II

ITEM 5. Market for Registrant's Common Equity and Related Shareholder Matters

Market Price

     Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"BPNT." Before June 27, 2000, our common stock was traded on the OTC Bulletin
Board under the symbol BPNT.OB. Before we changed our name to BarPoint, our
common stock traded on the OTC Bulletin Board under the symbol HMAT. Our common
stock began public trading on September 9, 1996. The following table sets forth
the high and low bid quotations for our common stock:

<TABLE>
<CAPTION>
                  Fiscal Year                         High                Low
----------------------------------------------    -------------      -------------
<S>                                                 <C>                <C>
2001
First Quarter.................................      $   1.94           $   0.53
Second Quarter................................      $   0.79           $   0.27
Third Quarter.................................      $   0.49           $   0.21
Fourth Quarter................................      $   0.53           $   0.26

Transition 10/1/2000 -- 12/31/00
First Quarter.................................      $   3.22           $   1.00

2000
First Quarter.................................      $  14   1/8        $   4   3/4
Second Quarter................................      $  28              $   8   1/2
Third Quarter.................................      $  17   3/4        $   4  11/16
Fourth Quarter................................      $   6              $   3

1999
First Quarter.................................      $       5/8        $       1/4
Second Quarter................................      $   3   1/2        $       9/16
Third Quarter.................................      $   6   3/16       $   3   1/8
Fourth Quarter................................      $   5  19/32       $   4   1/16
</TABLE>

     The above quotations prior to June 27, 2000, reflect inter-dealer prices,
without retail mark-up, mark-down or commission. These quotes are not
necessarily representative of actual transactions or of the value of our common
stocks, and are in all likelihood not based upon any recognized criteria of
securities valuation as used in the investment banking community.

     As of March 20, 2002, there were 156 holders of record of our common stock.

Dividend Policy

     Prior to the reverse acquisition with BarPoint.com, we declared a stock
dividend to stockholders of record of The Harmat Organization on June 2, 1999
payable pro rata to stockholders on October 19, 1999, of an aggregate of 878,770
shares of our common stock.

     In November 2001, we announced a plan to maintain approximately $9 million
of capital for future strategic uses including investments, acquisitions or for
distribution to the shareholders. We do not anticipate needing these excess
funds to support future operations. However, they are available for use if
deemed necessary by BarPoint.com, Inc. In conjunction with the decision to
preserve excess capital for the benefit of our shareholders, our board of
directors approved the declaration of a dividend of $0.12 per common share
(approximately $2.3 million) which was paid on January 14, 2002 to shareholders
of record as of December 24, 2001. We may in the future return additional
amounts of preserved capital to the shareholders in the form of dividends but
currently have no plan to do so.

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<PAGE>

Issuances of Unregistered Securities

     On April 9, 2001, we issued $50,000 worth of common stock to each of Leigh
Rothschild and John C. Macatee and $30,000 worth of common stock to Jeffrey W.
Sass as partial payment of salary. BarPoint believes these issuances are exempt
from registration under 4(2) of the Securities Act of 1933.

     On July 1, 2001, we issued 16,526 shares of our common stock to Air2Web as
payment for services. BarPoint believes this issuance is exempt from
registration under 4(2) of the Securities Act of 1933.

     On November 13, 2001, we issued an aggregated 234,375 shares of our common
stock to several of our officers as compensation for services. BarPoint believes
these issuances are exempt from registration under 4(2) of the Securities Act of
1933.

                                       12
<PAGE>

ITEM 6. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Overview

     BarPoint is an online and wireless product information and shopping service
provider that also develops mobile device software applications for consumers
and businesses. BarPoint's product information and shopping service platform
utilizes patent pending reverse search technology to enable users to search for
product information using unique product identifiers, including universal
product codes , catalog numbers and SKU numbers. BarPoint continues to compile
an extensive product database of retail products with barcode numbers and
related information that we obtain through data feeds from retailers,
manufacturers and data aggregators. BarPoint has strategic alliances with
companies such as AT&T Wireless, Motorola, Sprint PCS, Verizon Wireless,
Cingular Wireless, Go America, i3 Mobile, Inc., US West/Quest, Air2Web and
Symbol Technologies. BarPoint also develops custom applications that support the
use of BarPoint services for its partners and, under the brand name Synergy
Solutions, develops applications for handheld computers that are focused on
improving productivity.

     BarPoint is in the development stage as of December 31, 2001 for financial
reporting purposes. Historically revenues have been generated from software
sales by Synergy Solutions, a wholly owned subsidiary, but, in fiscal 2001
BarPoint has begun to generate revenues from its principal operations. Although
our infrastructure is in place to conduct our principal operations, we have not
generated significant revenues from core web and wireless services. The majority
of revenues to date has been from sales of related scanning devices and Synergy
Solutions software sales. Revenues to date from principal operations have not
been significant. For the year ended December 31, 2001, approximately 76% of the
approximately $1.7 million of revenues for the year came from BarPoint services
and related sales, the majority of which was related sales of scanning devices.
The balance of the revenues for the year were from Synergy Solutions software
sales and related license and royalty fees. We expect revenues from the BarPoint
online and wireless product information and shopping services to develop and
grow during 2002 and at that time, we anticipate exiting the development stage.
The successful completion of BarPoint's development program and, ultimately, the
attainment of profitable operations is dependent upon future events, including
maintaining adequate financing to fulfill development activities and achieving a
level of revenues adequate to support BarPoint's cost structure.

     BarPoint began operations as a development stage company in October 1998.
It became a public corporation in June 1999 through the reverse acquisition of
The Harmat Organization, Inc., whose name was then changed to BarPoint.com, Inc.
BarPoint.com, Inc. began trading on the NASDAQ-SmallCap market in June 2000. The
preview website was launched in December 1999 and the beginning of the expanded
functionality was introduced in October 2000, Between June 1999 and April 2000,
BarPoint was able to generate approximately $50 million in cash to support
development, infrastructure investment and rollout of the BarPoint service. From
June through August 1999, we issued 4,499,868 shares of BarPoint common stock in
private placements to accredited investors for gross proceeds of approximately
$6.2 million. In March 2000, we sold marketable securities obtained in the
reverse acquisition of Harmat for approximately $24.7 million. In April 2000, we
issued 1,477,500 shares of BarPoint common stock in private placements for gross
proceeds of approximately $17.7 million.

     On August 8, 2001, we announced that we were beginning the implementation
of a restructuring plan to reduce our overhead, streamline operations and
enhance shareholder value. During the third quarter, the country, the economy
and BarPoint were all tremendously impacted by the tragic events of September
11/th/. While business conditions in the primary markets served by BarPoint were
soft prior to the terrorist attacks, they have deteriorated further in the
aftermath. Visibility regarding the size of the market opportunity and the rate
of growth in key areas such as wireless Internet adoption, mobile commerce,
handheld software applications, consumer scanning, and Internet advertising and
promotion has been impaired substantially. While we believe that the future
opportunities are substantial and that we are better positioned today than at
any time in our history to capitalize on these opportunities, there is
significant uncertainty regarding short-term prospects for revenue growth.

     As a result of the economic uncertainty, in November 2001 we accelerated
the implementation of our restructuring program to enhance shareholder value
both short and longer term. The restructuring program is designed to accomplish
the following objectives:

                                       13
<PAGE>

     .    Reduce overhead and operating costs substantially until market
          conditions improve.

     .    Reduce the capital required to fund the core BarPoint business,
          allowing us to preserve a substantial amount of capital for future
          strategic uses, including potential dividends, investments, or
          acquisitions.

     .    Protect BarPoint's proprietary technology and products until the
          market for our products and services develops.

     .    Pursue high margin revenue opportunities with existing partners and
          products with the goal of achieving positive cash flow by the fourth
          quarter of 2002.

     To lower overhead and operating costs, we reduced our headcount from 67 at
the end of the second quarter of 2001, to 21 as of December 31, 2001. All remote
field offices have been consolidated into the Deerfield Beach, Florida
headquarters. In November 2001, we terminated our lease at our New York City
headquarters. We have entered into a conditional agreement with our landlord to
terminate the Deerfield Beach, Florida headquarters lease and vacate the
premises effective June 1, 2002. The lease termination agreement is subject to
the satisfaction of several contingencies that are not under our control and, as
of March 25, 2002, remain unsatisfied.

     In addition, as part of the overall restructuring, the following management
changes have taken place:

     Effective November 16, 2001, Michael A. Karmelin resigned as Chief
Financial Officer and Jeffrey S. Benjamin was promoted to Chief Financial
Officer. Mr. Benjamin also continues to perform his duties as Vice President,
Controller and Assistant Treasurer, and his former position was not replaced.
Effective December 31, 2001, John C. Macatee resigned as President and CEO. Mr.
Macatee remains on the BarPoint Board of Directors and will continue to serve as
a senior advisor to BarPoint management. Effective January 1, 2002, Jeffrey W.
Sass, former Chief Operating Officer and a co-founder of BarPoint, was promoted
to President and CEO of BarPoint. Mr. Sass will not be replaced as Executive
Vice President and Chief Operating Officer. Leigh M. Rothschild, BarPoint's
founder, remains as Chairman of the Board of Directors.

     At December 31, 2001, we had total assets of approximately $21.8 million
and total liabilities of approximately $4.1 million, with approximately $12.6
million in cash and cash equivalents and approximately $470,000 in marketable
securities. In December 2001, we received a tax refund of approximately $3.7
million with the filing of our tax return for the year ended September 30, 2001.
In addition, we expect to recover an additional refund of approximately $252,000
in 2002 as the result of tax law changes enacted by the United States Congress
in March 2002. This additional refund represents the recovery of Alternative
Minimum Tax paid for the tax year ended September 30, 2000. With the substantial
completion and stabilization of BarPoint's technology infrastructure and the
completion of several new Synergy software products, the continuing costs for
hardware, software, research and development will be reduced substantially. As a
result of these reductions and the savings detailed above, we have substantially
reduced our cash burn rate. This has allowed us to preserve a substantial amount
of our capital for future strategic uses, including dividends, investments, or
acquisitions. We may require additional capital prior to the end of such period
due to unforeseen events.

Background

     On June 3, 1999, The Harmat Organization, Inc. acquired all issued and
outstanding shares of BarPoint.com, Inc., a Florida corporation known as
BarPoint-Florida in exchange for 6,634,042 shares of its common stock. The
transaction was accounted for in a manner similar to a reverse acquisition, as
if BarPoint-Florida acquired Harmat, because the former shareholders of
BarPoint-Florida owned a majority of Harmat common stock after the transaction.
Management has determined that the transaction is equivalent to common stock
issued by a private company for the net monetary assets of a publicly traded
shell corporation accompanied by a recapitalization, rather than a business
combination. The accounting is identical to that resulting from a reverse
acquisition, except that no goodwill or other intangible assets were recorded.
Following the acquisition, we changed the name The Harmat Organization, Inc. to
BarPoint.com, Inc. As a result of a post-closing adjustment provision we issued
a stock dividend to owners of shares of Harmat common stock as of June 2, 1999
of a total of 878,770 shares of our common stock. The consolidated financial
statements for the periods prior to the effective date of the

                                       14
<PAGE>

acquisition only include the accounts of BarPoint-Florida, because of the
reverse acquisition accounting. The consolidated statement of shareholders'
equity has been converted from BarPoint-Florida's capital structure to Harmat's
capital structure to reflect the exchange of shares pursuant to the stock
purchase agreement.

     As part of the Harmat acquisition, we received marketable securities
representing investments in Socket Communications, Inc. and FinancialWeb.com,
Inc.

     On November 4, 1999, we converted 750,000 shares of our Socket
Communications, Inc. Preferred Series D holdings into 1,307,190 of Socket
Communications common shares that are registered by a prospectus filed August 3,
1999 and amended November 8, 1999. On February 7, 2000 we exercised warrants to
purchase 578,836 Socket Communications common shares for a total exercise price
of $671,703. In March 2000 we sold 1,675,254 Socket Communications common shares
for proceeds totaling approximately $24.7 million in cash.

     On November 5, 1999, BarPoint acquired Synergy Solutions, Inc. for $100,000
cash and 150,000 shares of BarPoint common stock. Of the 150,000 shares, 75,000
shares were held in escrow subject to earn-out provisions. In October 2000, an
agreement was reached with the Synergy shareholders to waive the earn-out
provisions in exchange for release of the 75,000 shares. Synergy Solutions
produces software applications that are currently sold at major on-line, retail,
and catalog software vendors.

     On December 16, 1999, pursuant to a stock exchange agreement, all Class A
Warrants and Class B Warrants were cancelled in exchange for 325,000 shares of
common stock and $50,000 in cash. As part of that transaction voting rights were
allocated to the Series A Class I, II and III preferred shares due to the
cancellation of the Class A and B warrants. The preferred shares were issued to
Leigh Rothschild, our Chairman, on June 3, 1999, one Class I share, one Class II
share and one Class III share. The Class I share votes with the common stock and
has 216,667 votes, the Class II share votes with the common stock and has
108,333 votes, and the Class III share votes with the common stock and has
346,766 votes. None of these shares of preferred stock are entitled to
dividends. All voting rights for these preferred shares end on June 7, 2004.

     On December 18, 1999, we closed on the sale of land held for sale for
$174,000. We recognized income of approximately $24,000, before commissions and
other selling expenses.

     In March 2000, Matthew Schilowitz, then a director and consultant of
BarPoint, entered into an agreement with the Company whereby Mr. Schilowitz: (i)
resigned from his position as a director upon the appointment of a new Chief
Executive Officer, (ii) sold 100,000 shares of common stock in the private
placement completed by the Company in April 2000, (iii) agreed to lock-up the
shares he owns and the shares underlying his options until October 2, 2000 and
(iv) entered into an agreement with the placement agent for the private
placement, which provides that Mr. Schilowitz's lock-up shall expire with regard
to 100,000 of his shares upon his resignation as a director of BarPoint. The
87,600 shares held by the ARS Revocable Family Trust, a family trust established
by Mr. Schilowitz's wife and of which Mr. Schilowitz disclaims beneficial
ownership, were not subject to lock-up restrictions. The remainder of his shares
and options were locked up until October 2, 2000. Mr. Schilowitz's consulting
agreement with BarPoint remained in effect until September 30, 2000, when he
resigned from his position as a consultant to pursue other interests. In
connection with his resignation, Schilowitz and BarPoint agreed that BarPoint
would continue payment of Schilowitz's base fee through June 3, 2002, as
required by the consulting agreement. In addition, in exchange for the receipt
of certain releases, non-competition and confidentiality obligations, and the
performance of other specified obligations, we agreed to make a cash payment to
Schilowitz of $150,000 on January 2, 2001, and grant him 125,000 options at an
exercise price of $2.00 per share. The parties also agreed that the resignation
would not trigger any clause that would otherwise accelerate an option
expiration date in other options previously granted to Mr. Schilowitz.

     On April 5, 2000, BarPoint completed a private offering of common stock at
a price of $12 per share by the Company and selling stockholders. BarPoint
received gross proceeds of approximately $17.7 million for the sale of 1,477,500
shares of BarPoint Common Stock.

     In June 2000, BarPoint was approved for trading on the Nasdaq small cap
market (BPNT).

                                       15
<PAGE>

Results of Operations

     Revenues for the year ended December 31, 2001 were $1,651,557. BarPoint's
revenues for the year were from BarPoint services and related sales, the
majority of which was related sales of scanning devices and software sales by
Synergy Solutions, a wholly owned subsidiary offering applications for mobile
devices. Revenues for the year ended September 30, 2000 were $522,809 and were
generated entirely from the sale of Synergy Solutions software products.
Revenues during the fourth quarter of 2001 were $192,347 compared to $137,969 in
the calendar fourth quarter of 2000 and $110,173 for the quarter ended September
30, 2000. Revenues for the quarter ended December 31, 2000 were derived entirely
from the sale of Synergy Solutions software products. Approximately 82% of our
revenue in the fourth quarter of 2001 came from BarPoint services and related
sales of scanning devices. There were no revenues from such services in the
quarters ended December 31, 2000 and September 30, 2000.

     For the year ended December 31, 2001, BarPoint reported net losses of
$15,330,692, or $0.88 per share basic and diluted. For the quarter ended
December 31, 2000, BarPoint reported net losses of $2,790,166 or $0.16 per share
basic and diluted. For the year ended September 30, 2000, BarPoint reported net
income of $4,067,511, or $0.25 per share basic and $0.23 per share diluted. Net
loss for the year ended December 31, 2001 resulted primarily from operating
expenses of $18.7 million and restructuring charges of approximately $815,000
offset by gross profit of approximately $696,000, interest income of
approximately $760,000 and income tax benefit of $1.9 million. Net losses for
the quarter ended December 31, 2000 were $2,790,166 which consisted primarily of
operating expenses of $4.9 million offset by Income tax benefit of $1.5 million.
Net income for the year ended September 30, 2000 of $4,067,511 resulted
primarily from gains on the sale of marketable securities of approximately $23.5
million, partially offset by losses of approximately $4.1 million during the
fourth quarter due to the write-off of BarPoint's investment in
FinancialWeb.com, Inc.

     For the year ended December 31, 2001, losses from operations were
$18,031,005. For the quarter ended December 31, 2000, losses from operations
were $4,737,334 and for the year ended September 30, 2000, losses from
operations were $13,817,891. The increase in operating losses from the year
ended December 31, 2001 versus the year ended September 30, 2000 of
approximately $4.1 million is primarily due to an increase in salaries and
benefits expenses of approximately $1.8 million which is the result of headcount
growth which began in fiscal 2000. Growth in headcount began to fall off as we
implemented our restructuring plan mid and late 2001 before stabilizing in 2002.
In addition, our facilities costs increased in the year ended December 31, 2001
approximately $1.3 million due to our move to our 50,000 square foot Deerfield
Beach headquarters in the beginning of 2001 and a new office space in New York
City which lease was subsequently terminated in November 2001. BarPoint incurred
approximately $272,000 of one-time charges for the termination of the New York
City and Fort Lauderdale leases.

     Selling, general and administrative expenses were $14,804,577 for the year
ended December 31, 2001, $4,073,900 for the quarter ended December 31, 2000 and
$11,782,597 for the year ended September 30, 2000. The increases in selling,
general and administrative expenses are primarily due to an increase in salaries
and benefits expenses of approximately $1.8 million which is the result of
headcount growth which began in fiscal 2000. Growth in headcount began to fall
off as we implemented our restructuring plan mid and late 2001, before
stabilizing in 2002. The increase also reflects the increased facilities and
administration costs described in the paragraph above.

     Marketing and advertising expenses, which are included in selling, general
and administrative expenses, were $391,009 for the year ended December 31, 2001,
$361,640 for the quarter ended December 31, 2000 and $1,290,222 for the year
ended September 30, 2000. Advertising expenses were primarily related to
developing brand recognition. The decrease in marketing and advertising expense
for the year ended December 31, 2001 of approximately $900,000 versus the year
ended September 30, 2000 is primarily attributable to agency fees which were
discontinued in April 2000, as well as, advertising costs related to the
introduction of our preview website in December 1999. As a result of our
streamlined operations, marketing and advertising spending will be significantly
reduced going forward.

     Research and development expenses were $703,874 for the year ended December
31, 2001, $577,008 for the quarter ended December 31, 2000 and $1,169,563 for
the year ended September 30, 2000. Research and development expense relates to
the planning stage activities for Web infrastructure development or
enhancements.

                                       16
<PAGE>

The majority of our development spending relates to web site application and
development activities, which are capitalized under accounting principles
generally accepted in the United States of America.

     Interest income was $694,538 for the year ended December 31, 2001, $475,759
for the quarter ended December 31, 2000 and $1,536,033 for the year ended
September 30, 2000. The decrease in interest income of approximately $841,000
for the year ended December 31, 2001 as compared to the year ended September 30,
2000 is due to the decrease in cash balances resulting from operating losses and
capital expenditures over the last twelve months as well as the steep decline in
interest rates over the same period. The interest was earned from the investment
of cash balances in money market funds, government securities and investment
grade commercial paper.

     Other income consisted primarily of gains on the sale of 15,000 common
shares of Socket Communications for the year ended December 31, 2001 and
1,675,254 common shares of Socket Communications of $23.5 million during the
year ended September 30, 2000. Those gains for the year ended September 30,
2000, were reduced by impairment charges of $4.1 million recognized on an
investment in FinancialWeb.com, Inc.

Liquidity and Capital Resources

     At December 31, 2001, we had total assets of approximately $21.8 million
and total liabilities of approximately $4.1 million, with approximately $12.6
million in cash and cash equivalents and approximately $470,000 in marketable
securities. In December 2001, we received a tax refund of approximately $3.7
million with the filing of our tax return for the year ended September 30, 2001.
In addition, we expect to recover an additional refund of approximately $252,000
in 2002 as the result of tax law changes enacted by the United States Congress
in March 2002. This additional refund represents the recovery of Alternative
Minimum Tax paid for the tax year ended September 30, 2000. With the substantial
completion and stabilization of BarPoint's technology infrastructure and the
completion of several new Synergy software products, the continuing costs for
hardware, software, research and development will be reduced substantially. As a
result of these reductions and the savings detailed above, we have substantially
reduced our cash burn rate. This has allowed us to preserve a substantial amount
of our capital for future strategic uses, including dividends, investments, or
acquisitions. Cash and cash equivalents decreased approximately $10.2 million
from December 31, 2000 to December 31, 2001 due to cash used in operating
activities of approximately $7.9 million and capital expenditures of
approximately $2.5 million partially offset by cash provided by financing
activities of approximately $189,000 which consisted of payments of capital
lease obligations of approximately $129,000 and proceeds received by BarPoint on
the exercise of stock options of approximately $306,000.

     For the year ended December 31, 2001, we used cash in operating activities
of $7,895,962. For the quarter ended December 31, 2000, we used cash in
operating activities of $8,423,568 and for the year ended September 30, 2000 we
used cash in operating activities of $10,071,306. The decrease in net cash used
in operating activities from the year ended December 31, 2001 to the quarter
ended December 31, 2000 is primarily due to fact that we made income tax
payments of $4.5 million in the December 31, 2000 quarter and received an income
tax refund of approximately $3.7 million in the year ended December 31, 2001
which was offset by other operating expenses in the year ended December 31, 2001
versus the quarter ended December 31, 2000. The decrease in cash used in
operating activities of approximately $2.2 million for the year ended December
31, 2001 as compared to the year ended September 30, 2000 relates primarily to
the streamlining of operations in 2001 as described above.

     For the year ended December 31, 2001, net cash used by investing activities
was $2,478,707 consisting primarily of software development, purchased software
and computer equipment. For the quarter ended December 31, 2000, net cash used
by investing activities was $3,055,017 consisting primarily of software
development, purchased software and computer equipment and the $1.5 million
purchase of certificates of deposit to collateralize letters of credit and
tenant improvements at the Deerfield Beach headquarters facility. For the year
ended September 30, 2000, net cash provided from investing activities was $20.3
million and was derived primarily from the sales of approximately 1.7 million
shares of Socket Communications which yielded proceeds of approximately $24.7
million. The proceeds from the sale of marketable securities were offset by
purchases of property and equipment of $2.7 million and software development
costs of $1.1 million. For the year ended December 31, 2001, net cash provided
by financing activities was $189,110 and consisted of repayments of capital
lease obligations of approximately $129,000 offset by proceeds from the exercise
of stock options of approximately $306,000. For the

                                       17
<PAGE>

quarter ended December 31, 2000 there were no financing activities. For the year
ended September 30, 2000, net cash provided by financing activities was
$18,069,997, which resulted primarily from the proceeds from the private
placement of common stock. During the year ended September 30, 2000, we issued a
total of 1,477,500 shares of our common stock in private placements to
accredited investors for net proceeds of approximately $16,931,000. During the
year ended September 30, 1999, we issued a total of 4,499,868 shares of our
common stock in private placements to accredited investors for net proceeds of
approximately $6,274,000, which included a subscription note receivable of
$750,000. The subscription note receivable was paid in full February 11, 2000.

     We believe that cash and cash equivalents and marketable securities at
December 31, 2001 will be adequate to cover operating expenses for the next
year. Management has begun to implement it's restructuring program to
significantly reduce operating costs by streamlining the business through
reductions in headcount, consolidation of office facilities and reduction in
overhead. This combined with further efforts to reduce operating expense and
cash burn rate satisfy management that cash and cash equivalents and marketable
securities at December 31, 2001 will cover operating expenses for the next year.
However, we may require additional capital prior to the end of such period due
to unforeseen circumstances.

                CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING
                                   STATEMENTS

     This Form 10-KSB contains certain "forward looking statements" which
represent our expectations or beliefs, including, but not limited to, statements
concerning industry performance and our operations, performance, financial
condition, growth and strategies. For this purpose, any statements contained in
this Form 10-KSB that are not statements of historical fact may be deemed to be
forward looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate" or "continue" or the negative or other variations thereof or
comparable terminology are intended to identify certain forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual results may
differ materially depending on a variety of important factors which are noted
herein, including but not limited to the factors listed below under "Factors
Affecting Our Operating Results, Business Prospects and Market Price of Stock."

                    FACTORS AFFECTING OUR OPERATING RESULTS,
                  BUSINESS PROSPECTS AND MARKET PRICE OF STOCK

Our operating history is limited.

     While The Harmat Organization, Inc. was founded in 1995, we only began our
current operations under the new name BarPoint.com, Inc. with the completion of
the reverse acquisition of BarPoint-Florida in June 1999. When the reverse
acquisition was completed, BarPoint-Florida had only been in existence since
October 1998. Therefore our results of operations from prior periods are not
indicative of our future results. We face substantial difficulties as a
development stage company in a new and rapidly evolving industry, and do not
have historical financial results that are relevant to evaluate our business and
our prospects.

We have a history of operating losses and expect to continue to post losses.

     We have incurred net losses from operations of approximately $14.5 million
from our inception through December 31, 2001. Prior to our acquisition of
Synergy Solutions in November 1999, we had no revenues. We expect to continue to
incur operating losses in the foreseeable future due to the costs associated
with advertising, research and development, selling, general and administrative
expenses involved in launching and marketing our service. We are just beginning
to generate operating revenues and we are unable to assure our stockholders that
we will achieve operating profitability, or sustain it if attained in the
future. Substantially all of our revenues for the year ended December 31, 2001
were derived from the sale of scanning devices and software applications which
is not our primary business.

                                       18
<PAGE>

Rapid technological changes in electronic commerce and internet access devices
may increase our costs and competition and may adversely affect our business.

     The electronic and mobile commerce markets are relatively new. These
markets have undergone and are expected to continue to undergo significant and
rapid technological changes. Market penetration and customer acceptance of our
shopping service, our Mobile Merchant Marketplace and our DIGS service will
depend upon our ability to develop successful marketing strategies as well as
our ability to adapt to rapid technological changes in the industry and
integrate our technology into emerging wireless access devices and other
Internet appliances. If our technology is not accessible from widely-used
wireless access devices and other Internet appliances, our business and
prospects will be adversely affected. We also expect that new competitors may
introduce systems or services that are directly or indirectly competitive with
ours. These competitors may succeed in developing systems and services that have
greater functionality or are less costly than our systems and services, and may
be more successful in marketing such systems and services.

     Technological changes have lowered the cost of operating communications and
computer systems and purchasing software. These changes reduce our cost of
providing services but also facilitate increased competition by reducing
competitors' costs in providing similar services. This competition could
increase price competition and reduce anticipated profit margins.

We recently launched our new services and may not achieve market acceptance.

     We launched our new technology platform, our Mobil Merchant Market Place
and DIGS Services at the end of 2001. Our success depends on a sufficient number
of end users and business affiliates utilizing our specific technology to enable
us to achieve profitable operations. We cannot predict whether the technology,
licenses and business plan we have developed will appeal as a package to
businesses and Internet users. We also cannot predict whether the software
applications we develop will be accepted by the market. Wide market acceptance
will be necessary to generate profits and enable us to continue in the
marketplace.

We are dependent on the Internet and our host provider to conduct business.

     We are dependent on the Internet and third party Internet providers to
conduct our business. If the Internet were to experience technical difficulties
that limit our ability to provide information through our website, limit our
customers' access to our website or impair our ability to effectively process
information through the Internet, our business would be adversely affected. We
have an agreement with a third party to host our website from their facility in
Virginia. We do not have a redundant host center. If our host center in Virginia
experiences technical difficulties, our website may be unavailable and our
business, reputation, financial condition and results of operations may suffer.
We may experience similar risks if we migrate our service to a new provider.

Our current officers and directors can act together to significantly influence
the actions of our company.

     As of December 31, 2001, our executive officers and directors own a total
of 2,688,729 shares, representing approximately 14.4% of our outstanding common
stock. In addition, Leigh Rothschild, our Chairman of the Board, holds three
shares of Series A Preferred Stock that vote with the common stock and have a
total of 671,766 votes. Jay Howard Linn, one of our directors, is the trustee of
Irrevocable Trust No. III, the beneficiaries of which are Mr. Rothschild and his
family members and which owns 4,593,239 shares of our common stock. Mr. Linn is
also the trustee of the Rothschild Children Present Interest Trust, the
beneficiaries of which are members of Mr. Rothschild's family, which owns
156,736 shares of our common stock. Mr. Linn disclaims all beneficial ownership
of these shares. Including the shares held by the trusts, our executive officers
and directors control approximately 37.1% of the vote. As a result, our officers
and directors are able to significantly influence the election of directors and
the outcome of other matters that come before the stockholders. They may defeat
a proposed merger or acquisition which some of our stockholders may consider to
be in their best interest. Management's stock ownership and voting control may
also discourage potential acquirers from making a tender offer or other proposal
to obtain control of our company, even at a premium to the then prevailing stock
price.

                                       19
<PAGE>

We are uncertain as to the issuance of patents for our technology.

     We have filed six patent applications and may file additional applications.
Because of the growth of the Internet and Internet related businesses, a
significant number of patent applications are being filed in our areas of
interest. We cannot assure you that a patent will be issued protecting the
BarPoint technology. If we do not receive patent protection for our technology,
other companies may be able to use our technology to compete with us. Even if a
patent is issued, it may not be upheld against challenges and other patents may
exist upon which our product infringes. Any challenges to the validity of our
current and future patents and patent applications may result in requests or
mandates to modify our systems accordingly or even discontinue our operations.
In addition, we are aware of third parties who hold patents relating to the use
of barcodes and/or scanning equipment. While we do not believe our intellectual
property infringes on the intellectual property of these third parties, we
cannot assure you that they will not assert claims of infringement against us.
Any claims asserted against us may potentially lead to costly and time-consuming
litigation.

We may need to incur litigation expenses in order to defend our intellectual
property rights and might nevertheless be unable to adequately protect these
rights.

     We believe that our future success will depend on our ability to protect
our trademarks and internally developed technologies, including our Internet
systems, which we seek to protect through a combination of patent, trademark,
copyright and trade secret laws. Protection of our trademarks is crucial as we
attempt to build our brand name and reputation. Despite actions we take to
protect our intellectual property rights, it may be possible for third parties
to copy or otherwise obtain and use our intellectual property without
authorization or to develop similar technology independently. We may need to
engage in costly litigation to enforce our intellectual property rights, to
protect our trade secrets or to determine the validity and scope of the
intellectual property rights of others. We cannot assure you that our efforts to
prevent misappropriation or infringement of our intellectual property will be
successful. An adverse determination in any litigation of this type could
require us to make significant changes to the structure and operation of our
online services and features or to license alternative technology from another
party. Implementation of any of these alternatives could be costly and
time-consuming and may not be successful. Any intellectual property litigation
would be likely to result in substantial costs and diversion of resources and
management attention. In addition, legal standards relating to the validity,
enforceability and scope of protection of intellectual property rights in
Internet-related businesses are uncertain and still evolving.

We may be unable to compete successfully in the highly competitive Internet
consumer business or in our merchant targeted business.

     The Internet consumer market is a new and rapidly emerging area. We face
competition from a number of established competitors who offer consumer goods
and items on the Internet, including Yahoo, Lycos and Excite, which provide
search engines to potential consumers. In addition to these search engines
comparative price shopping websites also compete with us, including Mysimon.com,
E-compare, Dealtime.com, Qode and Infospace.com. These websites offer
comparative price shopping services similar to ours and are expected to be among
our main competitors. With regard to our Mobile Merchant Marketplace, although
there are few, if any, similar turnkey solutions, we compete with a wide range
of companies that offer various levels of mobile enablement software and
services, including Air 2web, Mobilian, 2 Roam, and many others, as well as
numerous technology integrators who can build a custom wireless solution. Many
of our competitors have greater financial, technical, marketing and other
resources. We expect competition to intensify in the future. As the Internet
continues to supplement traditional ways of shopping and consumer spending, we
believe that the companies involved in providing online consumer information,
comparative price shopping and mobile enablement software and services, will
increase their efforts to develop services and marketing programs that compete
with our approach. We are unable to anticipate which other companies are likely
to offer competitive services and marketing approaches in the future.

We are dependent on the proliferation of Internet access products manufactured
and marketed by third parties.

     One  aspect of our  strategy  depends on  integrating  our  technology  and
software into mobile  Internet access devices such as PDAs,  interactive  pagers
and cellular phones including the Palm VII and Internet capable phones. If

                                       20
<PAGE>

the devices that contain our software or for which our software and services are
available, do not achieve market acceptance, we may not generate sufficient
traffic and revenues to offset the costs associated with this strategy. Even if
these devices achieve market acceptance, if technical difficulties limit access
to our database, our business could be adversely affected. Failure of consumers
to be able to attain easy access to our technology through the widespread
distribution of these products would have a negative impact on our business and
our ability to grow.

     In addition, our success is somewhat dependent upon our ability to enter
into additional agreements with third parties to make our technology available
through new handheld devices and renew our current and future agreements on
favorable terms after their expiration. If these agreements terminate, or if our
third party partners experience technical difficulties causing us to lose access
to these devices, our business would be materially and adversely affected.

We may be vulnerable to attempts by unauthorized computer users to penetrate our
network security.

     Someone may be able to misappropriate proprietary information and cause
interruptions in our services. We may need to expend significant capital and
resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. In addition to security breaches,
inadvertent transmission of computer viruses could expose us to risk of loss or
litigation and possible liability.

An economic downturn may materially adversely affect our ability to generate
revenues.

     Our system is dependent upon our customers' shopping habits, consumer
spending capability and their ability to access the Internet. In the event of an
economic downturn or change in consumer patterns, our business could be
adversely affected. For example, if the economy declines, the public's ability
and desire to shop or spend money may significantly decrease. A shift in the
economic environment may cause the public to limit their consumer spending. In
addition, a customer's ability to purchase a computer or mobile access device
and access the Internet and our service may equally be affected in an economic
downturn.

Our stock price has and may continue to be volatile.

     The trading price of our common stock has been and is likely to continue to
be volatile. Since January 1, 2001, our stock price has ranged from $0.21 to
$2.09. The market price for our common stock may be significantly affected by
such factors as our financial results, changes in technology, changes in the
Internet, new competition, consumer demands, a shift in products that carry our
technology or any change in consumer spending habits.

     Additionally, in recent years, the stock market has experienced a high
level of price and volume volatility, and market prices for many companies,
particularly small and emerging growth companies as well as Internet/high tech
companies, the stocks of which trade on the Nasdaq SmallCap Market, have
experienced wide price fluctuations not necessarily related to the operating
performance of such companies. The market price for our common stock may be
affected by general stock market volatility.

We may be subject to increased government regulations in the future.

     We are subject to the risks associated with changes in United States
regulatory requirements. If more stringent regulatory requirements and/or safety
and quality standards are issued in the future, they may have an adverse effect
on our business. In addition, use of our website could be adversely affected if
our Internet system provider or the Internet system providers of our customers,
adopts stricter safety standards or becomes more heavily regulated by the
Federal Communications Commission.

Our success depends on the success of third party retailers, suppliers and
distributors.

     We expect to derive a significant portion of our future revenues from
commissions on sales by other companies. While the customer accesses information
regarding the product from our website, the products are sold by third party
retailers and suppliers and distributed by third party distributors. Our success
depends on the success of these third parties. The retailers, suppliers and
distributors we rely on are subject to a number of risks, including credit,
inventory and business concentration risks. Failure of these distributors,
retailers and suppliers to satisfy our

                                       21
<PAGE>

customers' needs could harm our reputation, decrease traffic to our site and
adversely affect our results of operations.

The sale of our investment securities may affect our liquidity and capital
resources.

     As of December 31, 2001, we had $468,444 in marketable securities. These
securities consist of 278,836 common shares of Socket Communications, Inc. and
may be traded at any time. In the event these marketable securities
substantially decline in value, our liquidity and capital resources could be
adversely affected.

Our authorized and unissued preferred stock may have anti-takeover effects.

     Our certificate of incorporation authorizes the issuance of up to 5,000,000
shares of preferred stock, $.001 par value per share. Only three shares of
preferred stock have been designated and issued. Our board of directors is
authorized to issue shares of preferred stock from time to time with the
relative conversion rights, voting rights, terms of redemption and liquidation
preferences the directors designate. If shares of preferred stock with voting
rights are issued, such issuance could affect the voting rights of the holders
of our common stock by increasing the number of outstanding shares having voting
rights, and by the creation of class or series voting rights. If our board of
directors authorizes the issuance of shares of preferred stock with conversion
rights, the number of shares of our common stock outstanding could potentially
be increased by up to the authorized amount. Issuance of shares of preferred
stock could, under certain circumstances, have the effect of delaying or
preventing a change in control of our company and may adversely affect the
rights of holders of our common stock. Also, the preferred stock could have
preferences over the common stock (and other series of preferred stock) with
respect to dividends and liquidation rights. In addition, the terms of any
series of preferred stock, could adversely affect the rights of holders of the
common stock. The issuance of preferred stock could make the possible takeover
of our company or the removal of our management more difficult, discourage
hostile bids for control of our company in which stockholders may receive
premiums for their shares of common stock or otherwise dilute the rights of
holders of common stock and the market price of the common stock.

Sales of substantial amounts of shares eligible for future sale may adversely
affect our stock price.

     As of December 31, 2001, we had issued and outstanding 18,630,599 shares of
our common stock and approximately 5,526,345 shares of common stock are issuable
upon exercise of outstanding options and warrants. In addition we have
registered the resale of 5,288,094 shares of stock on a registration statement.
The possibility that substantial amounts of our common stock may be issued
and/or freely resold in the public market may adversely affect prevailing market
prices for our common stock and could impair our ability to raise capital
through the sale of our equity securities. We believe approximately 8,171,373
shares of our common stock, excluding the shares covered by the registration
statement prior to the sale of those shares under the registration statement,
are "restricted securities", as that term is defined under Rule 144 promulgated
under the Securities Act, and may be resold in compliance with Rule 144.

     In general, under Rule 144, a person (or persons whose shares are
aggregated) including an affiliate, who has beneficially owned such shares for
one year, may sell in the open market within any three-month period a number of
shares that does not exceed the greater of (i) 1% of the then outstanding shares
of our common stock or (ii) the average weekly trading volume in our common
stock on the Nasdaq SmallCap Market during the four calendar weeks preceding
such sale. Sales under Rule 144 are also subject to certain limitations on the
manner of sale, notice requirements and availability of current public
information about us. A person (or persons whose shares are aggregated) who is
deemed not to have been an "affiliate" of ours at any time during the 90 days
preceding a sale by that person and who has beneficially owned his shares for at
least two years, will be able to sell his shares in the public market under Rule
144(k) without regard to the volume limitations, manner of sale provisions,
notice requirements or availability of current information referred to above.
Restricted shares properly sold in reliance upon Rule 144 are thereafter freely
tradable without restrictions or registration under the Securities Act, unless
thereafter held by an "affiliate" of ours.

                                       22
<PAGE>

ITEM 7. Financial Statements

     The financial statements included herein, commencing at page F-1, have been
prepared in accordance with Regulation S-B.

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 information required in response to this item is incorporated by
reference to the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

ITEM 10. Executive Compensation

     The information required in response to this item is incorporated by
reference to the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

ITEM 11. Security Ownership Of Certain Beneficial Owners And Management

     The information required in response to this item is incorporated by
reference to the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

ITEM 12. Certain Relationships And Related Transactions

     The information required in response to this item is incorporated by
reference to the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days after
the end of the fiscal year covered by this report.

                                       23
<PAGE>

ITEM 13. Exhibits and Reports on Form 8-K

(a)(1) Financial Statements

     Reference is made to the Index set forth on Page F-1 of this Annual Report
on Form 10-KSB.

(a)(2) Financial Statement Schedules

     None

(a)(3+)                               Exhibits

    3.1   Registrant's Articles of Incorporation as amended to date,
          incorporated herein by Reference to Exhibit 3.1 to Registrant's
          Registration Statement on Form SB-2, File No. 333-3501.

    3.2   Registrant's Certificate of Amendment to the Certificate of
          Incorporation of the Registrant authorizing the Series A Preferred
          Stock, incorporated herein by Reference to Exhibit 6 to the
          Registrant's Report on Form 8-K on June 3, 1999.

    3.3   Registrant's Certificate of Amendment to the Certificate of
          Incorporation of the Registrant changing the name of the corporation,
          incorporated herein by Reference to Exhibit 1 to the Registrant's
          Report on Form 8-K on June 15, 1999.

    3.4   Registrant's Certificate of Amendment to the Certificate of
          Incorporation of the Registrant changing the number of authorized
          shares, incorporated by reference to the Registrant's Report on Form
          10-KSB for the year ended September 30, 2000.

    3.5   Registrant's Amended and Restated By-Laws, incorporated by reference
          to the Registrant's Report on Form 10-KSB for the year ended September
          30, 2000.

    4.1   Form of Common Stock Certificate, incorporated herein by Reference to
          Exhibit 4.1 to Registrant's Registration Statement on Form SB-2, File
          No. 333-3501.

    4.3   Form of Representative's Purchase Option, incorporated herein by
          Reference to Exhibit 4.4 to Registrant's Registration Statement on
          Form SB-2, File No. 333-3501.

    4.4   Registrant's 1996 Stock Option Plan incorporated herein by Reference
          and as amended June 19, 1997 (Exhibit 4.5 to Registrant's Registration
          Statement on Form SB-2, File No. 333-3501).

    4.5   Registrant's 2000 Employee Stock Purchase Plan, incorporated herein by
          reference to Exhibit 4.3 to Registrant's Registration Statement on
          Form S-8, File No. 333-63894.

    4.6   Registrant's Amended and Restated Equity Incentive Plan, incorporated
          herein by reference to Exhibit 4.3 to Registrant's Registration
          Statement on Form S-8, File No. 333-52036.

    10.1  Amended and Restated Employment Agreement, dated as of April 4, 2000
          between the Registrant and John C. Macatee incorporated by reference
          to Exhibit 10.1 to the Registrant's Report on Form 10-QSB for the
          quarter ended March 30, 2000

    10.2  Employment Agreement between the Registrant and Leigh M. Rothschild,
          incorporated herein by Reference to Exhibit 10.2 to the Registrant's
          Report on Form 10-QSB for the quarter ended March 30, 2000.

    10.3  Employment Agreement between the Registrant and Jeffrey W. Sass,
          incorporated herein by Reference to Exhibit 10.3 to the Registrant's
          Report on Form 10-QSB for the quarter ended March 30, 2000.

    10.4  Commercial Lease, by and between the Registrant and FG 2200, LLC,
          dated as of November 30, 2000, incorporated by reference to the
          Registrant's Report on Form 10-KSB for the year ended September 30,
          2000.

    10.5  Form of Change in Control Agreement between the Company and certain
          executive officers, incorporated herein by reference to Exhibit 10.1
          to the Registrant's report on Form 10-QSB for the quarter ended June
          30, 2001.

    10.6  Separation Agreement, dated December 17, 2001 between the Company and
          John C. Macatee.

    10.7  Amendment, dated June 19, 2001, between the Company and Leigh
          Rothschild.

    10.8  Amendment, dated June 19, 2001, between the Company and Jeffrey W.
          Sass.

    10.9  Second Amendment to Employment Agreement, dated March 1, 2002, between
          the Company and Leigh Rothschild.

                                       24
<PAGE>

   10.10  Second Amendment to Employment Agreement, dated March 1, 2002, between
          the Company and Jeffrey W. Sass.

   10.11  Form of Restricted Stock Agreement with Directors

   10.12  Form of Restricted Stock Agreement with Executives

   21     Subsidiaries of the Registrant

   23.1   Consent of Deloitte & Touche LLP

    23.2  Consent of Deloitte & Touche LLP

(b) Reports on Form 8-K

       1. None.

                                       25
<PAGE>

                                   SIGNATURES

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

                                      BARPOINT.COM, INC.

                                      By: /s/ Jeffrey W. Sass
                                         ---------------------------------------
                                         Jeffrey W. Sass
                                         President and Chief Executive Officer


Dated:   March 28, 2002

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                           <C>                                              <C>
Name                                                      Position                                  Date

By:  /s/ Leigh M. Rothschild                  Chairman of the Board of Directors               March 28, 2002
     -----------------------------------
     Leigh M. Rothschild

By:  /s/ Jeffrey W. Sass                      President, Chief Executive Officer and           March 28, 2002
     -----------------------------------      Director (Principal Executive Officer)
     Jeffrey W. Sass

By:  /s/ Jeffrey Benjamin                     Chief Financial Officer                          March 28, 2002
     -----------------------------------      (Principal Financial Officer)
     Jeffrey Benjamin

By:  /s/ John C. Macatee                      Director                                         March 28, 2002
     -----------------------------------
     John C. Macatee

By:  /s/ David W. Sass                        Assistant Secretary and Director                 March 26, 2002
     -----------------------------------
     David W. Sass

By:  /s/ Jay Howard Linn                      Director                                         March 26, 2002
     -----------------------------------
     Jay Howard Linn

By:  /s/ Kenneth Jaeggi                       Director                                         March 26, 2002
     -----------------------------------
     Kenneth Jaeggi

By:  /s/ David Wachter                        Director                                         March 26, 2002
     -----------------------------------
     David Wachter

By:  /s/ Gerald C. McDonough                  Director                                         March 28, 2002
     -----------------------------------
     Gerald C. McDonough

By:  /s/ Marguerite W. Sallee                 Director                                         March 27, 2002
     -----------------------------------
     Marguerite W. Sallee
</TABLE>

                                       26
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                           <C>
INDEPENDENT AUDITORS' REPORT..............................................................        F-2

CONSOLIDATED FINANCIAL STATEMENTS:

  Consolidated Balance Sheets as of December 31, 2001 and 2000............................        F-3

  Consolidated Statements of Operations for the Year Ended December 31, 2001, the
  Quarter Ended December 31, 2000, the Year Ended September 30, 2000 and for the
  period from October 1, 1998 (date of inception) through December 31, 2001...............        F-4

  Consolidated Statements of Stockholders' Equity for the Year Ended December 31,
  2001, the Quarter Ended December 31, 2000 and the Year Ended September 30, 2000.........        F-5

  Consolidated Statements of Cash Flows for the Year Ended December 31, 2001, the
  Quarter Ended December 31, 2000 and the Year Ended September 30, 2000 and for the
  period from October 1, 1998 (date of inception) through December 31, 2001...............        F-7

  Notes To Consolidated Financial Statements..............................................     F-9 - F-22
</TABLE>

                                      F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Stockholders of BarPoint.com, Inc.

We have audited the accompanying consolidated balance sheets of BarPoint.com,
Inc. and subsidiaries (a development stage company) (the "Company") as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
2001, the quarter ended December 31, 2000 and the year ended September 30, 2000
and the related consolidated statements of operations and of cash flows for the
period from October 1, 1998 (date of inception) to December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The Company's consolidated financial statements for the period from
October 1, 1998 (date of inception) through September 30, 1999 (as restated)
were audited by other auditors whose report, dated December 15, 1999, expressed
an unqualified opinion on those statements. The consolidated financial
statements for the period from October 1, 1998 (date of inception) through
September 30, 1999 reflect no revenues and a net loss of $438,595 of the related
totals. The other auditors' report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for such prior period, is based
solely on the report of such other auditors.

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

In our opinion, based on our audits and the report of other auditors, such
consolidated financial statements present fairly, in all material respects, the
financial position of the Company at December 31, 2001 and 2000 and the results
of its operations and its cash flows for the year ended December 31, 2001, the
quarter ended December 31, 2000 and the year ended September 30, 2000 and for
the period from October 1, 1998 (date of inception) to December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

The Company is in the development stage as of December 31, 2001. As discussed in
Note 1 to the consolidated financial statements, successful completion of the
Company's development program and, ultimately, the attainment of profitable
operations is dependent upon future events, including maintaining adequate
financing to fulfill its development activities and achieving a level of
revenues adequate to support the Company's cost structure.


Deloitte & Touche LLP
Certified Public Accountants

Miami, Florida
March 19, 2002

                                       F-2
<PAGE>

                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
                           Consolidated Balance Sheets

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                       -----------------------------
                                                                                           2001             2000
                                                                                       ------------     ------------
<S>                                                                                    <C>              <C>
CURRENT ASSETS
Cash and cash equivalents .........................................................    $ 12,614,583     $ 22,800,142
Marketable securities .............................................................         468,444          923,784
Restricted investments ............................................................       1,500,000        1,500,000
Accounts receivable, net ..........................................................         394,761          150,104
Income taxes receivable............................................................              --          813,069
Inventories, net ..................................................................         475,826        2,397,195
Prepaid expenses ..................................................................         332,788        1,295,703
Other current assets ..............................................................         152,300          323,602
                                                                                       ------------     ------------
     Total current assets .........................................................      15,938,702       30,203,599
                                                                                       ------------     ------------
PROPERTY AND EQUIPMENT ............................................................       5,445,970        4,968,426
                                                                                       ------------     ------------

OTHER ASSETS
Goodwill, net of accumulated amortization of $594,728 in 2001 and $91,160 in 2000 .         325,000          828,568
Deferred tax asset ................................................................              --          648,202
Other, net ........................................................................          46,471           73,583
                                                                                       ------------     ------------
     Total other assets ...........................................................         371,471        1,550,353
                                                                                       ------------     ------------
TOTAL .............................................................................    $ 21,756,143     $ 36,722,378
                                                                                       ============     ============

                         LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
  Accounts payable ................................................................    $    965,205     $  1,636,344
  Dividends payable ...............................................................       2,234,586               --
  Income taxes payable ............................................................         478,424               --
  Current portion of obligations under capital leases .............................         144,451               --
                                                                                       ------------     ------------
  Total current liabilities .......................................................       3,822,666        1,636,344
                                                                                       ------------     ------------
  OTHER LIABILITIES
  Obligations under capital leases ................................................         142,305               --
  Other long-term liabilities .....................................................         112,500               --
                                                                                       ------------     ------------
  Total other liabilities .........................................................         254,805               --
                                                                                       ------------     ------------
  TOTAL LIABILITIES ...............................................................       4,077,471        1,636,344
                                                                                       ------------     ------------
  COMMITMENTS AND CONTINGENCIES (NOTE 8)
  STOCKHOLDERS' EQUITY
  Preferred stock: $.001 par value; authorized 5,000,000 shares; 3 shares issued
  and outstanding .................................................................              --               --
  Common stock: $.001 par value; authorized 100,000,000 shares in 2001 and 2000;
  issued and outstanding 18,630,599 in 2001 and 17,150,078 in 2000 ................          18,631           17,150
  Additional paid-in capital ......................................................      34,433,089       33,815,036
  Deferred stock-based compensation ...............................................         (82,242)              --
  Retained earnings (deficit) accumulated during development stage ................     (16,726,528)         838,750
  Accumulated other comprehensive income ..........................................          35,722          415,098
                                                                                       ------------     ------------
  Total stockholders' equity ......................................................      17,678,672       35,086,034
                                                                                       ------------     ------------
  TOTAL ...........................................................................    $ 21,756,143     $ 36,722,378
                                                                                       ============     ============
</TABLE>

                 See notes to consolidated financial statements

                                       F-3
<PAGE>

                       BarPoint.com, Inc. and Subsidiaries
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                                                 For the Period
                                                                                                                 from October 1,
                                                                                                                  1998 (date of
                                                          Year Ended        Quarter Ended       Year Ended     inception), through
                                                          December 31,       December 31,      September 30,       December 31,
                                                          ------------       ------------      -------------   -------------------
                                                              2001               2000              2000                2001
                                                          ------------       ------------      -------------   -------------------
<S>                                                       <C>                <C>                <C>                <C>
Revenue
BarPoint Services and related sales ..................    $  1,248,978       $         --       $         --       $  1,248,978
Applications ........................................          402,579            137,969            522,809          1,063,356
                                                          ------------       ------------       ------------       ------------
Total Revenue .......................................        1,651,557            137,969            522,809          2,312,334

Cost of sales .......................................          955,820             18,740             52,713          1,027,273
                                                          ------------       ------------       ------------       ------------
Gross profit ........................................          695,737            119,229            470,096          1,285,061
                                                          ------------       ------------       ------------       ------------

Operating Expenses:
Selling, general and administrative .................       14,804,577          4,073,900         11,782,597         31,402,815
Research and development ............................          703,874            577,008          1,169,563          2,528,357
Depreciation and amortization .......................        2,402,796            205,655          1,335,827          3,959,956
Restructuring charges (Note 12) .....................          815,495                 --                 --            815,495
                                                          ------------       ------------       ------------       ------------
Total Operating Expenses ............................       18,726,742          4,856,563         14,287,987         38,706,623
                                                          ------------       ------------       ------------       ------------
Loss from operations ................................      (18,031,005)        (4,737,334)       (13,817,891)       (37,421,562)
                                                          ------------       ------------       ------------       ------------
Other Income:
Interest and other income ...........................          756,612            475,759          1,573,637          2,830,492
Net gains on sales of marketable securities .........           23,946                 --         19,412,051         19,415,122
                                                          ------------       ------------       ------------       ------------
Total Other Income ..................................          780,558            475,759         20,985,688         22,245,614
                                                          ------------       ------------       ------------       ------------
Income (loss) before income tax (expense) benefit ...      (17,250,447)        (4,261,575)         7,167,797        (15,175,948)
Income tax (expense) benefit ........................        1,919,755          1,471,409         (3,100,286)           684,005
                                                          ------------       ------------       ------------       ------------
Net (loss) income ...................................     $(15,330,692)      $ (2,790,166)      $  4,067,511       $(14,491,943)
                                                          ============       ============       ============       ============

(Loss) income per common share--
  Basic ............................................      $      (0.88)      $      (0.16)      $       0.25       $      (1.13)
                                                          ============       ============       ============       ============

(Loss) income per common share--
  Diluted ..........................................      $      (0.88)      $      (0.16)      $       0.23       $      (1.13)
                                                          ============       ============       ============       ============

Weighted average common shares outstanding - Basic .        17,478,090         17,021,980         15,992,356         12,776,001
                                                          ============       ============       ============       ============

Weighted average common shares outstanding - Diluted        17,478,090         17,021,980         17,393,271         12,776,001
                                                          ============       ============       ============       ============
</TABLE>


                 See notes to consolidated financial statements

                                       F-4
<PAGE>

                       BarPoint.com Inc. and Subsidiaries
                          (A Development Stage Company)
         Consolidated Statements of Stockholders' Equity For the Year
         Ended September 30, 2000, the Quarter Ended December 31, 2000
                     and the Year Ended December 31, 2001



<TABLE>
<CAPTION>

                                      # of Shares of                                                  Deferred
                                        Preferred     # of Shares of                    Additional   Stock-based   Note Receivable
                                          Stock        Common Stock      Par Value   Paid-In Capital Compensation from Stockholder
                                      ---------------------------------------------------------------------------------------------
<S>                                             <C>     <C>                <C>          <C>          <C>              <C>
                                       --------------------------------------------------------------------------------------------
Balance - September 30, 1999.........           3       13,846,410         $13,846     $13,078,029        --          $(750,000)
                                       --------------------------------------------------------------------------------------------

Common Stock Dividend - Record
  Date 6/2/99                                              878,770             879            (879)
Stock Options Exercised..............                       12,186              13           4,581
Cancellation of all Class A and
   Class B in exchange for 325,000
   Common Shares plus $50,000........                      325,000             325         (50,325)
Cashless exercise of Warrants........                      195,372             195            (195)
Warrants Exercised...................                       97,339              97         434,309
Payment of Subscription Note Receivable                                                                                 750,000
Issuance of Stock Options below Market
Value                                                                                      227,752
Issuance of Common Shares in exchange
   for services performed............                       26,660              26          86,979
Acquisition of Synergy Solutions, Inc.                      75,000              75         628,050
Private Placements...................                    1,477,500           1,478      16,929,519
Warrants issued in exchange
   for services performed............                                                    1,876,329
Options issued as Settlement
   for a claim asserted..............                                                      213,790
Comprehensive income (loss):
  Change in unrealized Gain on
    Marketable Securities
    (Net of Income Tax Benefit
      of $1,545,721)

<CAPTION>
                                            Retained
                                            Earnings
                                            (Deficit)
                                           Accumulated    Accumulated
                                              during          Other
                                           Development   Comprehensive
                                              Stage      (Loss) Income       Total
                                         -------------------------------------------
<S>                                         <C>          <C>             <C>
                                         -------------------------------------------
Balance - September 30, 1999.........       $(438,595)   $(1,015,665)    $10,887,615
                                         -------------------------------------------

Common Stock Dividend - Record
  Date 6/2/99                                                                     --
Stock Options Exercised..............                                          4,594
Cancellation of all Class A and
   Class B in exchange for 325,000
   Common Shares plus $50,000........                                        (50,000)
Cashless exercise of Warrants........                                             --
Warrants Exercised...................                                        434,406
Payment of Subscription Note Receivable                                      750,000
Issuance of Stock Options below Market
Value                                                                        227,752
Issuance of Common Shares in exchange
   for services performed............                                         87,005
Acquisition of Synergy Solutions, Inc.                                       628,125
Private Placements...................                                     16,930,997
Warrants issued in exchange
   for services performed............                                      1,876,329
Options issued as Settlement
   for a claim asserted..............                                        213,790
Comprehensive income (loss):
  Change in unrealized Gain on
    Marketable Securities
    (Net of Income Tax Benefit
      of $1,545,721)                                       3,537,631
</TABLE>

                                       F-5
<PAGE>

<TABLE>
<CAPTION>
                                      # of Shares of                                                   Deferred
                                        Preferred     # of Shares of                    Additional   Stock-based   Note Receivable
                                          Stock        Common Stock      Par Value   Paid-In Capital Compensation from Stockholder
                                      ---------------------------------------------------------------------------------------------
<S>                                             <C>     <C>                 <C>         <C>          <C>               <C>
    Net Income.......................
Total comprehensive income...........
                                       --------------------------------------------------------------------------------------------
Balance September 30, 2000...........           3       16,934,237          16,934      33,427,939             --            --
                                       --------------------------------------------------------------------------------------------


Acquisition of Synergy Solutions, Inc.                      75,000              75         201,525
Issuance of Common Shares as
compensation.........................                      135,680             136         169,464
Issuance of Common Shares in exchange
   for services performed............                        5,161               5          16,108
Comprehensive loss:
  Change in Unrealized Gain on
   Marketable Securities.............
   (Net of Income Tax benefit of
    $1,291,306)......................
   Net loss..........................
Total comprehensive loss.............

                                       --------------------------------------------------------------------------------------------
Balance December 31, 2000............           3       17,150,078          17,150      33,815,036             --            --
                                       --------------------------------------------------------------------------------------------

Warrants issued in exchange
   for services performed............                                                       47,251
Issuance of Common Shares as
compensation.........................                      545,938             546         199,078       (199,624)
Amortization of deferred compensation                                                                     117,382
Issuance of Common Shares in
connection with Employee Stock
Purchase program.....................                       43,084              44          11,376

Issuance of Common Shares in exchange
for services.........................                       16,526              16          54,984
Stock Options Exercised..............                      874,973             875         305,364
Comprehensive income (loss):
  Change in Unrealized Gain on
Marketable   Securities..............
  Common Stock Dividend - Record Date
12/24/01.............................
   Net Loss..........................
Total Comprehensive Loss
                                       --------------------------------------------------------------------------------------------
Balance December 31, 2001............           3       18,630,599         $18,631     $34,433,089       $(82,242)          $ -
                                       ============================================================================================

<CAPTION>
                                          Retained
                                          (Deficit)
                                          Earnings
                                         Accumulated    Accumulated
                                            during          Other
                                         Development   Comprehensive
                                            Stage      (Loss) Income       Total
                                         -----------------------------------------
<S>                                       <C>            <C>            <C>
    Net Income.......................     4,067,511                      7,605,142
Total comprehensive income...........
                                       -------------------------------------------

Balance September 30, 2000...........     3,628,916      2,521,966      39,595,755
                                       -------------------------------------------


Acquisition of Synergy Solutions, Inc.                                     201,600
Issuance of Common Shares as
compensation.........................                                      169,600
Issuance of Common Shares in exchange
   for services performed............                                       16,113
Comprehensive loss:
  Change in Unrealized Gain on
   Marketable Securities.............
   (Net of Income Tax benefit of
    $1,291,306)......................                   (2,106,868)
   Net loss..........................    (2,790,166)
Total comprehensive loss.............                                   (4,897,034)

                                       ----------------------------------------------
Balance December 31, 2000............       838,750        415,098      35,086,034
                                       ----------------------------------------------

Warrants issued in exchange
   for services performed............                                       47,251
Issuance of Common Shares as
compensation.........................                                            -
Amortization of deferred compensation                                      117,382
Issuance of Common Shares in
connection with Employee Stock
Purchase program.....................                                       11,420

Issuance of Common Shares in exchange
for services.........................                                       55,000
Stock Options Exercised..............                                      306,239
Comprehensive income (loss):
  Change in Unrealized Gain on
Marketable   Securities..............                     (379,376)
  Common Stock Dividend - Record Date
12/24/01.............................    (2,234,586)                    (2,234,586)
   Net Loss..........................   (15,330,692)
Total Comprehensive Loss                                               (15,710,068)
                                       -------------------------------------------
Balance December 31, 2001............  $(16,726,528)       $35,722    $ 17,678,672
                                       ===========================================
</TABLE>

                See notes to Consolidated Financial Statements.

                                       F-6
<PAGE>

                       BarPoint.com Inc. and Subsidiaries
                          (A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                       For the Period from
                                                                                                         October 1, 1998
                                                                                                            (date of
                                                   Year Ended       Quarter Ended       Year Ended           inception)
                                                  December 31,       December 31,      September 30,          through
                                                      2001              2000               2000          December 31, 2001
                                                  -------------     -------------      -------------     -----------------
<S>                                               <C>                <C>                <C>                <C>
OPERATING ACTIVITIES:

Net (loss) income ..........................      ($15,330,692)      ($ 2,790,166)      $  4,067,511       ($14,491,943)

Adjustments to reconcile net loss to
------------------------------------
net cash used by operating activities:
-------------------------------------
  Depreciation and amortization ............         2,402,796            205,655          1,335,827          3,959,956
  Impairment of goodwill ...................           406,840                 --                 --            406,840
  Non-cash portion of restructuring
    charges.................................           677,622                 --                 --            677,622
  Amortization of warrants issued in
    exchange for services...................           716,125            364,394            843,060          1,923,578
  Amortization of deferred stock-based
    compensation............................           117,382                 --                 --            117,382
  Provision for doubtful accounts ..........           154,505                 --                 --            154,505
  Write-off of licensing fee ...............                --                 --            681,818            681,818
  Inventory write-down .....................         1,176,562                 --                 --          1,176,562
  Issuance of common stock in exchange for
    services ...............................            55,000             16,113             87,005            158,118
  Issuance of stock options as settlement
    of a claim .............................                --                 --            213,790            213,790
  Issuance of stock options as compensation                 --            169,600                 --            169,600
  Issuance of stock options below market
    price ..................................                --                 --            227,752            227,752
  Non cash administration expenses .........                --                 --              9,998             30,498
  Loss (Gain) on sale of property and
    equipment ..............................             8,436                 --            (23,866)           (15,430)
  Gain on sale of marketable securities ....           (23,946)                --        (23,521,270)       (23,545,216)
  Impairment charges on marketable
    securities .............................                --                             4,109,219          4,109,219
  Deferred income tax provision (benefit) ..           607,000           (127,500)        (1,664,045)          (849,910)
Changes in operating assets and liabilities:
  Accounts receivable ......................          (399,162)           (64,859)           (85,245)          (549,266)
  Income taxes receivable ..................         1,427,240         (5,743,909)         4,930,840             31,285
  Inventories ..............................           744,807              3,686         (2,400,881)        (1,403,067)
  Prepaid expenses .........................           294,041           (117,786)          (509,043)          (332,787)
  Other assets .............................           178,121            210,730           (222,009)            41,045
  Accounts payable and accrued expenses ....        (1,108,639)          (549,526)         1,848,233             37,920
                                                  ------------       ------------       ------------       ------------
Net Cash Used in Operating Activities ......        (7,895,962)        (8,423,568)       (10,071,306)       (27,070,129)
                                                  ------------       ------------       ------------       ------------

INVESTING ACTIVITIES:
Proceeds from sales of marketable
   securities ..............................            37,625                 --         24,741,301         24,778,926
Purchases of property and equipment ........          (299,596)          (715,494)        (2,742,412)        (5,608,860)
Software development costs .................        (2,235,386)          (839,523)        (1,094,721)        (2,395,950)
Purchases of marketable securities .........           (32,260)        (1,500,000)          (671,704)        (2,203,964)
Proceeds from sale of property and
   equipment ...............................            50,910                 --            173,616            224,526
Acquisition costs ..........................                --                 --           (100,000)          (289,000)
Cash received in acquisition ...............                --                 --                 --            628,227
                                                  ------------       ------------       ------------       ------------
Net Cash (Used in) Provided by Investing
   Activities...............................        (2,478,707)        (3,055,017)        20,306,080         15,133,905
                                                  ------------       ------------       ------------       ------------
FINANCING ACTIVITIES:
Private placements of common stock .........                --                 --         16,930,997         23,205,197
Proceeds from subscription receivable ......                --                 --            750,000            750,000
Proceeds from exercise of warrants .........                --                 --            434,406            434,406
Payment of capital lease obligations .......          (128,549)                --                 --           (128,549)
Payments to cancel warrants ................                --                 --            (50,000)           (50,000)
Proceeds from sale of common stock to
   employees ...............................            11,420                 --                 --                 --
Proceeds from exercise of stock options ....           306,239                 --              4,594            339,753
                                                  ------------       ------------       ------------       ------------
Net Cash Provided by Financing Activities ..           189,110                 --         18,069,997         24,550,807
                                                  ------------       ------------       ------------       ------------
NET (DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS .............................       (10,185,559)       (11,478,585)        28,304,771         12,614,583
CASH AND CASH EQUIVALENTS - beginning of
   period ..................................        22,800,142         34,278,727          5,973,956                 --
                                                  ------------       ------------       ------------       ------------
CASH AND CASH EQUIVALENTS - end of period ..      $ 12,614,583       $ 22,800,142       $ 34,278,727       $ 12,614,583
                                                  ============       ============       ============       ============
</TABLE>

                                       F-7
<PAGE>

<TABLE>
<CAPTION>
                                                                                                     For the Period from
                                                                                                      October 1, 1998
                                                                                                          (date of
                                                  Year Ended       Quarter Ended       Year Ended         inception)
                                                 December 31,       December 31,      September 30,        through
                                                     2001               2000              2000        December 31, 2001
                                                -------------     -------------      -------------    -----------------
<S>                                              <C>                <C>                <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
Cash paid during the period for:
Taxes                                            $    29,703        $ 4,400,000        $       --        $4,400,591
                                                 ===========        ===========        ==========        ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
   TRANSACTIONS:
Assets acquired via capital lease                $   415,305        $         0        $       --        $  415,305
                                                 ===========        ===========        ==========        ==========
Issuance of warrants in exchange for
   services                                      $                  $                  $1,876,328        $1,876,328
                                                 ===========        ===========        ==========        ==========

Capitalized software development costs
   for services rendered by certain
   shareholders                                  $        --        $        --        $       --        $  220,000
                                                 ===========        ===========        ==========        ==========
Product supply and technology license
   agreement acquired through issuance of
   common stock                                  $        --        $        --        $       --        $1,500,000
                                                 ===========        ===========        ==========        ==========

Non-cash administration expenses                 $        --        $        --        $    9,998        $   30,498
                                                 ===========        ===========        ==========        ==========

Finders fee applied to shareholder loan          $        --        $        --        $       --        $  218,655
                                                 ===========        ===========        ==========        ==========
</TABLE>

                 See notes to consolidated financial statements

                                       F-8
<PAGE>

                       BARPOINT.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 2001,
                       THE QUARTER ENDED DECEMBER 31, 2000
                      AND THE YEAR ENDED SEPTEMBER 30, 2000

1.   BUSINESS AND BASIS OF PRESENTATION

     BarPoint.com, Inc. and subsidiaries ("BarPoint" or the "Company") is an
     online and wireless product information and shopping service provider that
     also develops mobile device software applications for consumers and
     businesses. BarPoint's product information and shopping service platform
     utilizes patent pending reverse search technology to enable users to search
     for product information using unique product identifiers, including
     universal product codes, catalog numbers and SKU numbers. BarPoint
     continues to compile an extensive product database of retail products with
     barcode numbers and related information that the Company obtains through
     data feeds from retailers, manufacturers and data aggregators. BarPoint has
     strategic alliances with companies such as AT&T Wireless, Motorola, Sprint
     PCS, Verizon Wireless, Cingular Wireless, Go America, i3 Mobile, Inc., US
     West/Quest, Air2Web and Symbol Technologies. BarPoint also develops custom
     applications that support the use of BarPoint services for its partners
     and, under the brand name Synergy Solutions, develops applications for
     handheld computers that are focused on improving productivity.

     BarPoint is in the development stage as of December 31, 2001 for financial
     reporting purposes. Historically revenues have been generated from software
     sales by Synergy Solutions, a wholly owned subsidiary, but in fiscal 2001
     BarPoint has begun to generate revenues from its principal operations.
     Although infrastructure is in place to conduct the Company's principal
     operations, the Company has not generated significant revenues from core
     web and wireless services. The majority of revenues to date has been from
     sales of related scanning devices and Synergy Solutions software sales.
     Revenues to date from principal operations have not been significant. For
     the year ended December 31, 2001, approximately 76% of the approximately
     $1.7 million of revenues for the year came from BarPoint services and
     related sales, the majority of which was related sales of scanning devices.
     The balance of the revenues for the year were from Synergy Solutions
     software sales and related license and royalty fees. The Company expects
     revenues from the BarPoint online and wireless product information and
     shopping services to develop and grow during 2002 and at that time, the
     Company anticipates exiting the development stage. The successful
     completion of Barpoint's development program and, ultimately, the
     attainment of profitable operations is dependent upon future events,
     including maintaining adequate financing to fulfill development activities
     and achieving a level of revenues adequate to support BarPoint's cost
     structure.

     The Company was incorporated in Delaware on December 19, 1995 under the
     name The Harmat Organization, Inc. ("Harmat") and began operations as a
     construction, architectural landscape design and real estate development
     firm. Beginning in 1997, Harmat believed that it was in the best interest
     of the stockholders of the Company to change its direction away from the
     real estate business and began making strategic investments in
     technologically oriented companies.

     On June 3, 1999, Harmat acquired all issued and outstanding shares of
     BarPoint.com, Inc., a Florida corporation known as BarPoint-Florida. The
     transaction was accounted for in a manner similar to a reverse acquisition,
     as if BarPoint-Florida acquired Harmat, due to the fact that the former
     shareholders of BarPoint-Florida owned a majority of Harmat common stock
     after the transaction. Management has determined that the transaction is
     equivalent to common stock issued by a private company for the net monetary
     assets of a publicly traded shell corporation accompanied by a
     recapitalization, rather than a business combination. The accounting is
     identical to that resulting from a reverse acquisition, except that no
     goodwill or other intangible assets were recorded. Following the
     acquisition, the name of The Harmat Organization, Inc. was changed to
     BarPoint.com, Inc. The Florida corporation is now a wholly owned
     subsidiary. The consolidated financial statements presented herein for the
     periods prior to the effective date of the acquisition include only the
     accounts of BarPoint since its inception. The consolidated statements of
     stockholders' equity have been converted from BarPoint's capital structure
     to Harmat's capital structure to

                                       F-9
<PAGE>

     reflect the exchange of shares pursuant to the Acquisition Agreement. The
     consolidated group of companies are collectively referred to herein as the
     "Company."

     On November 5, 1999, BarPoint acquired Synergy Solutions, Inc., which
     creates applications for mobile devices, for $100,000 cash and 150,000
     shares of BarPoint common stock. Synergy Solutions software products are
     currently sold at major on-line, retail and catalog software vendors.

     BarPoint began operations as a development stage company in October 1998.
     It became a public corporation in June 1999 through the reverse acquisition
     of The Harmat Organization, Inc., whose name was then changed to
     BarPoint.com, Inc. BarPoint.com, Inc. began trading on the NASDAQ-SmallCap
     market in June 2000. The preview website was launched in December 1999 and
     the beginning of the expanded functionality was introduced in October 2000.
     Between June 1999 and April 2000, BarPoint was able to generate
     approximately $50 million in cash to support development, infrastructure
     investment and rollout of the BarPoint service. From June through August
     1999, the Company issued 4,499,868 shares of BarPoint common stock in
     private placements to accredited investors for gross proceeds of
     approximately $6.2 million. In March 2000, the Company issued 1,477,500
     shares of BarPoint common stock in private placements for gross proceeds of
     approximately $17.7 million.

     On August 8, 2001, the Company announced the implementation of a
     restructuring plan to reduce overhead, streamline operations and enhance
     shareholder value. During that quarter, the country, the economy and
     BarPoint were all tremendously impacted by the tragic events of September
     11th. While business conditions in the primary markets served by BarPoint
     were soft prior to the terrorist attacks, they have deteriorated further in
     the aftermath. Visibility regarding the size of the market opportunity and
     the rate of growth in key areas such as wireless Internet adoption, mobile
     commerce, handheld software applications, consumer scanning, and Internet
     advertising and promotion has been impaired substantially. While the
     Company believes that the future opportunities are substantial and that the
     Company is better positioned today than at any time in the Company's
     history to capitalize on these opportunities, there is significant
     uncertainty regarding short-term prospects for revenue growth.

2.   LIQUIDITY AND CAPITAL RESOURCES

     The Company's management has begun to implement it's restructuring program
     to significantly reduce operating costs by streamlining the business
     through reductions in headcount, consolidation of office facilities and
     reduction in overhead. With regard to headcount, as of December 31, 2001
     there were 21 employees, as compared to 82 as of December 31, 2000. In
     addition, as of December 31, 2001 the Company had terminated all
     obligations under lease agreements with the exception of it's Deerfield
     Beach, Florida Headquarters. Subsequent to December 31, 2001, the Company
     entered into a conditional agreement with the landlord to terminate the
     Deerfield Beach, Florida headquarters lease and vacate the premises
     effective June 1, 2002. The termination of this agreement is subject to the
     successful execution of a new lease between the landlord and a third party.
     This combined with further efforts to reduce operating expense and cash
     burn rate as well as to implement the Company's new business strategy,
     satisfy management that cash and cash equivalents and marketable securities
     at December 31, 2001 will be sufficient to support ongoing operations for
     the forseeable future.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CONSOLIDATION

     The financial statements reflect the financial position and results of
     operations of BarPoint.com, Inc. and its subsidiaries on a consolidated
     basis. The Company's policy is to consolidate all majority-owned
     subsidiaries. All intercompany amounts have been eliminated in
     consolidation.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial

                                      F-10
<PAGE>

     statements and the reported amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

     CASH AND CASH EQUIVALENTS

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

     CONCENTRATIONS OF CREDIT RISK

     Financial instruments which potentially subject the Company to
     concentrations of credit risk are cash and cash equivalents. The Company
     places its cash and cash equivalents with financial institutions and
     invests these funds in various short term interest bearing instruments. The
     amount of deposits in any one institution that exceeds federally insured
     limits is subject to credit risk. Such amounts were approximately $12.1
     million at December 31, 2001 and $23.8 million at December 31, 2000.

     MARKETABLE SECURITIES

     The Company accounts for its investments pursuant to Statement of Financial
     Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments
     in Debt and Equity Securities. SFAS No. 115 addresses the accounting and
     reporting for investments in equity securities that have readily
     determinable fair values and for all investments in debt securities. Those
     investments are to be classified into the following three categories:
     held-to-maturity debt securities; available-for-sale securities and trading
     securities.

     Management determines the appropriate classification of its investments in
     debt and equity securities at the time of purchase and reevaluates such
     determination at each balance sheet date. At December 31, 2001 and December
     31, 2000 all marketable securities were classified as available for sale.
     Unrealized gains and losses for available-for-sale securities are excluded
     from earnings and reported as a net amount of accumulated other
     comprehensive income, a separate component of stockholders' equity, until
     realized. Management periodically evaluates the market value of securities
     to determine if other than temporary declines in value exist. Any decline
     in value which is deemed other than temporary is realized and recorded as
     impairment expense in the period identified.

     INVENTORIES

     Inventories are carried at the lower of cost or market. Cost is computed on
     a specific identification basis.

     PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost less accumulated depreciation and
     amortization. Property and equipment are depreciated on a straight-line
     basis over the estimated useful lives of the assets. The useful lives are
     as follows:

<TABLE>
<S>                                                                    <C>
Website infrastructure...........................................      3 years
Computer hardware, software and other equipment..................      3 years
Furniture and fixtures...........................................      5 years
Leasehold improvements...........................................      Life of underlying lease
</TABLE>

     Software development costs primarily consist of payroll and related costs
     for website and order fulfillment system development, systems personnel,
     consultants, and other website and order fulfillment infrastructure costs.
     Software development costs are capitalized in accordance with Statement of
     Position ("SOP") No. 98-1, Accounting for the Costs of Computer Software
     Developed or Obtained for Internal Use, which was issued by the American
     Institute of Certified Public Accountants ("AICPA") in 1998. The Company
     adopted this statement effective October 1, 1999. SOP 98-1 requires the
     Company to capitalize certain payroll and payroll related costs and other
     costs that are directly related to the development of certain systems of
     the Company. The Company amortizes these costs on a straight-line basis
     over a period of three

                                      F-11
<PAGE>

     years, beginning upon completion of the development software. All costs
     that are not capitalized under SOP 98+1 are recorded as research and
     development expense. In March 2000, the Emerging Issues Task Force ("EITF")
     issued EITF 00-2, Accounting for Website Development Costs. EITF 00-2
     provides guidance on accounting for website development costs. The Company
     believes that its current accounting practices for website development
     costs comply with EITF 00-2.

     LONG LIVED ASSETS

     Long-lived assets are reviewed for impairment whenever events or changes in
     circumstances indicate that the carrying amount may not be recoverable.
     Recoverability of assets is measured by comparison of the carrying amount
     of the asset to net discounted future cash flows expected to be generated
     from the asset.

     WARRANTS ISSUED TO VENDORS

     Deferred stock compensation cost assets consist of the fair value of
     warrants and stock issued to vendors in connection with service agreements
     and software development projects. These amounts are recorded as prepaid
     expense in the financial statements. Amortization is computed using the
     straight-line method over the estimated useful lives of the assets or the
     term of the underlying agreements.

     EARNINGS (LOSS) PER SHARE

     SFAS No. 128, Earnings Per Share, requires the presentation of two earnings
     per share (EPS) amounts, basic and diluted. Basic EPS is calculated on the
     weighted average number of shares outstanding and diluted EPS includes the
     effect of dilutive outstanding options and warrants.

     The reconciliation of the basic and diluted earnings per common share is as
     follows:

<TABLE>
<CAPTION>
                                                                        December 31,
                                                                 ---------------------------
                                                                    2001             2000
                                                                 ----------       ----------
<S>                                                              <C>              <C>
Weighted average common shares outstanding - basic.......        17,478,090       17,021,980
   Dilutive effect of:
     Stock options.......................................                --               --
     Warrants............................................                --               --
                                                                 ----------       ----------
Weighted average common shares outstanding -
     diluted.............................................        17,478,090       17,021,980
                                                                 ==========       ==========
</TABLE>

     For the years ended December 31, 2001 and 2000, no effect was given to
     outstanding options and warrants since the effect would be antidilutive.

     SEGMENT INFORMATION

     SFAS No. 131, Disclosure about Segments of an Enterprise and Related
     Information requires public companies to report selected segment
     information in its financial reports to shareholders. The Company has
     determined that it has only one reportable segment. BarPoint is an online
     and wireless product information and shopping service provider that also
     develops mobile device software applications for consumers and businesses.

     GOODWILL

     On November 5, 1999, the Company acquired all of the outstanding common
     stock of Synergy Solutions, Inc. ("Synergy") for $100,000 cash and 150,000
     shares of the Company's common stock. Of the 150,000 shares, 75,000 were
     held in escrow subject to earn-out provisions of the acquisition agreement.
     In October 2000, an agreement was reached with the Synergy shareholders to
     waive all earn-out provisions in exchange for the release of the 75,000
     shares of BarPoint common stock held in escrow. The acquisition has been
     recorded under the purchase method of accounting. The cost in excess of net
     assets acquired of $919,728 was recorded as goodwill. Goodwill amortization
     expense recorded for the year ended December 31, 2001, the quarter ended
     December 31, 2000 and the year ended September 30, 2000 was, $96,938,
     $25,332 and $65,828, respectively. As of December 31, 2001, management has
     evaluated the carrying

                                      F-12
<PAGE>

     value of the goodwill recorded in the acquisition of Synergy Solutions and
     determined that the asset is impaired based on the expected cash flows to
     be generated over the next several years. Accordingly, an impairment charge
     of $406,840 has been recorded to reflect a new carrying value of the asset
     of $325,000 at December 31, 2001. BarPoint believes that the new value
     fairly represents the value of the goodwill in the consolidated financial
     statements. In the future, management will evaluate the value of this asset
     in accordance with SFAS No. 142, Goodwill and Other Intangible Assets which
     was issued by the Financial Accounting Standards Board ("FASB") in June
     2001 and is effective for fiscal years beginning after December 15, 2001
     and provides guidance on how goodwill and other intangible assets should be
     accounted for after they have been initially recognized in the financial
     statements. In light of the Company's current developments, management
     cannot presently determine the impact that SFAS No. 142 will have on the
     consolidated financial statements.

     REVENUE RECOGNITION

     The only revenues recognized by the Company through September 30, 2000 were
     from the sale of Synergy Solutions software products. Revenue is recognized
     when earned. The Company's revenue recognition policies are in compliance
     with all applicable accounting regulations, including SOP 97-2, Software
     Revenue Recognition, and SOP 98-9, Modification of SOP 97-2, With Respect
     to Certain Transactions. Revenue from Synergy Solutions packaged software
     product sales to and through distributors and resellers is recorded when
     related products are sold to end users. Revenue from product sales on the
     Company's website are recognized when the software is delivered to and paid
     for by the customer. Revenue from software product sales are recognized net
     of any discounts. The Company offers a 30 day return policy on all Synergy
     Solutions software product sales. More than 50% of the Company's revenues
     are derived from a single customer, Office Depot.

     COST OF SALES

     Cost of sales includes direct costs to produce and distribute software
     products and direct costs to facilitate product sales on the Company's
     Synergy Solutions Website and direct costs with respect to sales of Symbol
     SPT 1500 scanning PDAs.

     INCOME TAXES

     The Company accounts for income taxes by utilizing the asset and liability
     method. Deferred income taxes are recognized for the tax consequences in
     future years of differences between the tax bases of assets and liabilities
     and their financial reporting amounts, based on enacted tax laws and
     statutory tax rates applicable to the periods in which the differences are
     expected to affect the taxable income. Valuation allowances are established
     when necessary to reduce net deferred tax assets to the amount that is more
     likely than not to be ultimately realized.

     MARKETING AND ADVERTISING COSTS

     The Company recognizes advertising expenses in accordance with SOP No.
     93-7, Reporting on Advertising Costs. As such, advertising costs are
     expensed as incurred. Advertising expense was $391,009 and $1,290,222 for
     the years ended December 31, 2001 and September 30, 2000, respectively.
     Marketing and advertising expense for the quarter ended December 31, 2000
     was $361,640. These amounts are included in the financial statements under
     selling, general and administrative expenses.

     FAIR VALUE

     The carrying amount of the Company's financial instruments (cash and cash
     equivalents, marketable securities, accounts receivable and accounts
     payable) approximate fair value because of the short-term maturity of these
     instruments or the fact that they are carried at fair value, as applicable.

     STOCK BASED COMPENSATION

     The Company  has  elected to follow  Accounting  Principles  Board  ("APB")
     Opinion  No. 25,  Accounting  for Stock  Issued to  Employees,  and related
     interpretations, in accounting for its employee (and non-employee

                                      F-13
<PAGE>

     member of the Board of Directors) stock options, and complies with the
     disclosure requirements of SFAS No. 123, Accounting for Stock Based
     Compensation. APB No. 25 provides that the compensation expense relative to
     the Company's employee stock options is measured based on the intrinsic
     value of the stock option. SFAS No. 123 requires companies that continue to
     follow APB No. 25 to provide a pro forma disclosure of the impact of
     applying the fair value method of SFAS No. 123 (See Note 9). All
     stock-based awards to non-employees, other than members of the board of
     directors, are accounted for at their fair-value in accordance with SFAS
     No. 123.

     COMPREHENSIVE INCOME

     The Company complies with the provisions of SFAS No. 130, Reporting
     Comprehensive Income. SFAS No. 130 establishes standards for reporting
     comprehensive income and its components in the financial statements.
     Comprehensive income as defined, includes all changes in equity during a
     period from non-owner sources. The only item of other comprehensive income
     (loss) that the Company currently reports is unrealized gains and losses on
     investments in marketable securities.

     NEW ACCOUNTING PRONOUNCEMENTS AND INTERPRETATIONS

     In June 2001, the FASB issued SFAS No. 141, Business Combinations. This,
     statement supersedes APB Opinion No. 16, Business Combinations, and SFAS
     No. 38, Accounting for Preacquisition Contingencies of Purchased
     Enterprises. This statement provides that all business combinations in the
     scope of this pronouncement are to be accounted for using one method, the
     purchase method. The provisions of this statement apply to all business
     combinations initiated after June 30, 2001. Management has determined the
     impact of the transition to SFAS No. 141 will not be material to the
     consolidated financial statements.

     In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
     Assets. This statement supersedes APB Opinion No. 17, Intangible Assets.
     This statement provides guidance on how goodwill and other intangible
     assets should be accounted for after they have been initially recognized in
     the financial statements. The effective date of this statement is for
     fiscal years beginning after December 15, 2001. Management had previously
     determined that the impact of the transition to SFAS No. 142 would not be
     material to the condensed consolidated financial statements. However, in
     light of the Company's current developments, management cannot presently
     determine the impact that SFAS No. 142 will have on the consolidated
     financial statements.

     In July 2001, the FASB issued SFAS No. 143, Accounting for Obligations
     associated with the Retirement of Long-Lived Assets. SFAS No. 143 provides
     accounting guidance for retirement obligations associated with tangible
     long-lived assets. SFAS No. 143 is effective for fiscal years beginning
     after June 15, 2002. Management determined the impact of the transition to
     SFAS No. 143 will not be material to the consolidated financial statements.

     In October 2001, the FASB issued SFAS No. 144, Accounting for the
     Impairment or Disposal of Long Lived Assets. This statement replaces FASB
     Statement No. 121, Accounting for the Impairment of Long-Lived Assets and
     for Long-Lived Assets to be Disposed Of. This statement also replaces APB
     Opinion No. 30, Reporting Results of Operations-Reporting the Effects of
     Disposal of a Segment of a Business. This statement requires that those
     long-lived assets be valued at the lower of carrying amount or fair value
     less costs to sell, whether reported in continuing operations or in
     discontinued operations. Accordingly, discontinued operations will no
     longer be measured at net realizable value or include amounts for operating
     losses that have net yet occurred. The provisions of SFAS No. 144 are
     effective for fiscal years beginning after December 15, 2001. Management
     has not yet determined the impact of the transition to SFAS No. 144 to the
     consolidated financial statements.

     RECLASSIFICATIONS

     Certain prior year balances have been reclassified to conform with the
     current year presentation.

                                      F-14
<PAGE>

4.   MARKETABLE SECURITIES

     Marketable securities consist of investments in equity securities at market
     value. As of December 31, 2001, the unrealized gain, net of deferred
     federal income tax, was $35,722. As of December 31. 2000, the unrealized
     gain, net of deferred federal income tax was $415,098. There were no
     unrealized losses for the periods then ended.

     The Company realized gains on the sale of marketable securities totaling
     $23,946 for the year ended December 31, 2001. There were no realized gains
     or losses for the quarter ended December 31, 2000. The Company uses the
     weighted average cost for the purpose of determining gains and losses on
     the sales of marketable securities.

5.   INVENTORIES

     The Company's inventories consist primarily of handheld computing devices
     and related accessories with a net carrying value of approximately $476,000
     at December 31, 2001 and $2.4 million at December 31, 2000. For the year
     ended December 31, 2001, the Company has recorded impairment charges to its
     inventory of hand-held computing devices totaling $1,176,562. These charges
     are reflected in Selling, General and Administrative Expense in the
     Consolidated Financial Statements.

6.   PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                    December 31,
                                                              2001                 2000
                                                          ------------          ------------
<S>                                                       <C>                   <C>
Furniture and fixtures...........................         $    303,905          $     36,596
Computer equipment and software..................            2,738,941             1,650,016
Website infrastructure...........................            4,929,545             3,790,389
Leasehold improvements                                         346,244               127,978
                                                          ------------          ------------
Total............................................            8,318,635             5,604,979

Less accumulated depreciation....................           (2,872,665)             (636,553)
                                                          ------------          ------------
Property and equipment, net......................         $  5,445,970          $  4,968,426
                                                          ============          ============
</TABLE>

     Depreciation expense totaled $2,278,912 for the year ended December 31,
     2001, $205,655 for the quarter ended December 31, 2000 and $1,335,827 for
     the year ended September 30, 2000, respectively.

7.   INCOME TAXES

     The components of the income tax provision (benefit) are as follows:

<TABLE>
<CAPTION>
                   For the year ended 12/31/01             For the quarter ended 12/31/00           For the year ended 9/30/00
            ---------------------------------------    --------------------------------------  ------------------------------------
              Current       Deferred       Total         Current     Deferred        Total      Current       Deferred     Total
            ----------    -----------    ----------    -----------   --------     -----------  ----------   -----------  ----------
<S>         <C>           <C>            <C>           <C>           <C>          <C>          <C>          <C>          <C>
Federal     $(2,526,755)  $   607,000    $(1,919,755)  $(1,343,909)  $(127,500)   $(1,471,409) $4,410,263   $(1,554,736) $2,855,527
State                 -             -              -             -           -              -     378,023      (133,264)    244,759
            -----------   -----------    -----------   -----------   ---------    -----------  ----------   -----------  ----------
Total       $(2,526,755)  $   607,000    $(1,919,755)  $(1,343,909)  $(127,500)   $(1,471,409) $4,788,286   $(1,688,000) $3,100,286
            ===========   ===========    ===========   ===========   =========    ===========  ==========   ===========  ==========

</TABLE>

                                      F-15
<PAGE>

     A reconciliation of the provision for federal income taxes from the federal
     statutory rate to the effective income tax rate as reported is as follows:

<TABLE>
<CAPTION>
                                                                                   Quarter Ended            Year Ended
                                            Year Ended December 31, 2001         December 31, 2000           9/30/2000
                                           -----------------------------------------------------------------------------------
                                               Amount        Rate             Amount         Rate        Amount        Rate
                                           -----------------------------------------------------------------------------------
<S>                                          <C>             <C>            <C>            <C>         <C>           <C>
Statutory rate applied to income before
taxes and extraordinary items               $(5,752,233)    (35.00%)      $(1,491,551)     (35.00%)     2,508,738     35.00%
Increase in income taxes resulting from:
   State Income taxes, net of benefit                --                                                   244,759      3.41%
   Meals and entertainment                       19,250       0.12%                                        87,500      1.22%
   Estimated tax penalty                                                                                   87,500      1.22%
   Goodwill amortization                        176,322       1.07%
   Change in valuation allowance              3,636,906      21.08%
   Other                                                                       20,142        0.47%        171,789      2.40%
                                           -----------------------------------------------------------------------------------
   Total                                    $(1,919,755)    (12.73%)      $(1,471,409)     (34.53%)     3,100,286     43.25%
                                           ===================================================================================
</TABLE>

     The following is a summary of the significant components of the Company's
deferred tax assets and liabilities:


                                       Year Ended        Year Ended
Deferred Tax Inventory                 12/31/2001        12/31/2000
                                     --------------------------------

Deferred Tax Assets
------------------------
Inventory Reserve                        650,103            170,500
Bad Debts                                 61,802             14,500
Accrued Compensation                     253,333                  0
Stock Compensation                       769,431            422,000
Stock Warrants Issued                    337,714            295,500
Restructuring Reserve                    381,306                  0
AMT Credit Carryforward                  252,287
NOL                                    3,815,638            530,000
Valuation Allowance                   (6,411,135)          (530,000)
                                     --------------------------------
Total                                    110,479            902,500

Deferred Tax Liabilities
------------------------
Unrealized Gain                           (7,694)          (254,298)
Fixed Assets                              (1,900)
Prepaid Items                           (100,885)                 0
                                     --------------------------------
Total                                   (110,479)          (254,298)

Total                                          0            648,202
                                     ================================

                                     F-16
<PAGE>

8.   COMMITMENTS AND CONTINGENCIES

     OFFICE LEASES

     As of December 31, 2001, the Company was committed to an unrelated third
     party for the rental of office space under operating leases. Minimum annual
     lease payments due under these noncancellable agreements are as follows:

      Year Ending
      December 31,
-----------------------
          2002               $    650,000
          2003                    650,000
          2004                    650,000
          2005                    650,000
  2006 and thereafter           3,850,500
                             ------------
                             $  6,450,500
                             ============

     Rent expense was $1,252,008, $139,453 and $339,451 for the year ended
     December 31, 2001, the quarter ended December 31, 2000 and the year ended
     September 30, 2000, respectively.

     Subsequent to December 31, 2001, the Company entered into a conditional
     agreement with the landlord to terminate the Deerfield Beach, Florida
     headquarters lease and vacate the premises effective June 1, 2002. The
     termination of this agreement is subject to the successful execution of a
     new lease between the landlord and a third party.

     EMPLOYMENT AGREEMENTS

     In March 2000, the Company entered into new employment agreements with
     Leigh Rothschild and Jeffrey Sass. These agreements were amended in June
     2001 and March 2002. The new agreement, as amended, with Mr. Rothschild
     provides that he shall serve as the Chairman of the Board and have an
     annual salary of $350,000.  For the twelve month period beginning April 9,
     2001, $50,000 of his salary is payable in restricted stock. The Company's
     new employment agreement with Mr. Sass provides that he shall serve as
     Executive Vice President, Chief Operating Officer and Secretary (although
     he is currently serving as President and CEO) with an annual salary of
     $300,000. For the twelve month period beginning April 9, 2001, $30,000 of
     his salary is payable in restricted stock. The new employment agreements
     for Messrs. Rothschild and Sass also provide for a term that ends on March
     27, 2004 with automatic one-year renewals unless either party gives written
     notice, participation in our bonus incentive plan, participation in our
     employee benefits plans and a car allowance of $750 per month plus
     insurance and maintenance. Upon termination other than for death or
     disability, each will receive a severence payment that shall not exceed one
     year's base salary and be entitled to retain any stock options whether or
     not vested or exercisable.

     SEPARATION AGREEMENT

     In December 2001, the Company entered into a Separation Agreement with its
     then Chief Executive Officer, John C. Macatee. Under this agreement, the
     Mr. Macatee's employment agreement and change in control agreement were
     terminated (except for covenants not to compete, confidentiality
     obligations and surrender of documents). Mr. Macatee maintains his position
     on the Company's board of directors and has agreed to provide consulting
     services to the Company. The agreement obligates the Company to pay Mr.
     Macatee his base salary through March 27, 2003 at a rate of $450,000 per
     year with payment of $50,000 of such amount prior to April 9, 2002 in stock
     and to maintain his benefits through March 27, 2003. Mr. Macatee maintains
     his stock options and restricted stock. The amounts owed to Mr. Macatee
     under this separation agreement were recorded as restructuring charges for
     the year ended December 31, 2001.

     SETTLEMENT AGREEMENT

     In March 2000, Matthew Schilowitz, then a director and consultant of
     BarPoint, entered into an agreement with the Company whereby Mr.
     Schilowitz: (i) resigned from his position as a director upon the
     appointment of a new Chief Executive Officer, (ii) sold 100,000 shares of
     common stock in the private placement completed by the Company in April
     2000, (iii) agreed to lock-up the shares he owns and the shares underlying
     his options until October 2, 2000 and (iv) entered into an agreement with
     the placement

                                      F-17
<PAGE>

     agent for the private placement, which provides that Mr. Schilowitz's
     lock-up shall expire with regard to 100,000 of his shares upon his
     resignation as a director of BarPoint. The 87,600 shares held by the ARS
     Revocable Family Trust, a family trust established by Mr. Schilowitz's wife
     and of which Mr. Schilowitz disclaims beneficial ownership, were not
     subject to lock-up restrictions. The remainder of his shares and options
     were locked up until October 2, 2000. Mr. Schilowitz's consulting agreement
     with BarPoint remained in effect until September 30, 2000, when he resigned
     from his position as a consultant to pursue other interests. In connection
     with his resignation, Schilowitz and BarPoint agreed that BarPoint would
     continue payment of Schilowitz's base fee through June 3, 2002, as required
     by the consulting agreement. In addition, in exchange for the receipt of
     certain releases, non-competition and confidentiality obligations, and the
     performance of other specified obligations, the Company agreed to make a
     cash payment to Schilowitz of $150,000 on January 2, 2001, and grant him
     125,000 options on the effective date of the releases, at an exercise price
     of $2.00 per share. The parties also agreed that the resignation would not
     trigger any clause that would otherwise accelerate an option expiration
     date in other options previously granted to Mr. Schilowitz.

     The Company calculated the fair value of these options utilizing an options
     pricing model. The fair value was calculated to be approximately $214,000
     which was recorded in selling, general and administrative expense for the
     year ended September 30, 2000 along with the $150,000 cash payment and the
     total remaining base fees of $316,667.

     Additionally, the Company agreed that the resignation would not trigger any
     clause that would otherwise accelerate an option expiration date in other
     options granted, thus creating a new measurement date for these options.
     The Company calculated the fair value of these options utilizing a
     Black-Scholes options pricing model with an additional expense of
     approximately $8,000 for the year ended September 30, 2000, which
     represents the difference between the fair value of the options at the date
     of amendment and the expense recorded upon original issuance.

     LEGAL PROCEEDINGS

     On June 22, 2001, the Company filed suit against its former managed service
     provider, Logictier, Inc., and certain of its officers and directors, in
     the United States District Court for the Northern District of California.
     The suit involves Logictier's abrupt discontinuation of certain Web site
     hosting and related services to the company. The Company seeks money
     damages in an amount to be determined at trial. As of March 14, 2002, the
     parties are currently in the process of completing discovery.

     On or about November 26, 2001, VisualTek Solutions, Inc. filed a Demand for
     Arbitration with the American Arbitration Association concerning an alleged
     breach of a certain contract between the Company and VisualTek, dated
     August 15, 2000. VisualTek has requested relief against the Company for
     "breach of contract," "quantum meruit" and "common counts." The amount of
     relief claimed is for "monetary damages according to proof." The Company
     believes that VisualTek's claims are without merit and intends to
     vigorously defend itself in the proceeding. The Company may also raise
     counterclaims against VisualTek for damages. As of March 14, 2002, the
     parties have selected an arbitrator and are engaged in preliminary motion
     practice and discovery and document exchange.

9.   STOCKHOLDERS' EQUITY

     ISSUANCE OF RESTRICTED COMMON STOCK AS COMPENSATION

     During 2001, the Company issued 545,938 shares of restricted common stock
     to members of management as compensation. These shares have been recorded
     as deferred stock-based compensation and are being amortized as
     compensation expense in selling general and administrative expenses over
     the term of the respective restricted stock agreements.

     EXERCISE OF OPTIONS

     During the year ended December 31, 2001, options to purchase 874,973 shares
     of the Company's common stock were exercised. Total proceeds received by
     the Company in conjunction with this exercise of options were $306,239.

     During the year ended September 30, 2000, options to purchase 12,186 shares
     of the Company's common stock were exercised. Total proceeds received by
     the Company in conjunction with this exercise of options were $4,594.

                                      F-18
<PAGE>

     EXERCISE OF WARRANTS

     During the year ended September 30, 2000, warrants to purchase a total of
     292,711 shares of the Company's common stock were exercised. Total proceeds
     received by the Company in conjunction with this exercise of warrants were
     $434,406.

     COMMON STOCK DIVIDEND

     In November 2001, the Company's board of directors declared a common stock
     dividend of $0.12 per share or approximately $2.2 million which was paid on
     January 14, 2002.

     RECEIPT OF SUBSCRIPTION RECEIVABLE

     In February 2000, the Company received payment of the subscription note
     receivable. Total proceeds received by the Company were $750,000. The note
     was secured by 394,737 shares of common stock of the Company as part of the
     4,499,828 shares of BarPoint common stock issued in private placements
     between June and August 1999.

     ISSUANCE OF COMMON STOCK FOR SERVICES RENDERED

     On July 1, 2001, the Company issued 16,526 shares of common stock to a
     vendor in exchange for services rendered. The fair value of these shares
     totaled $55,000 and was recorded in selling, general and administrative
     expense during the current fiscal year.

     ISSUANCE OF COMMON STOCK IN ACQUISITION OF SYNERGY

     As described in Note 2, the Company issued 150,000 shares of its common
     stock to purchase all of the outstanding shares of Synergy.

     PRIVATE PLACEMENT

     In the year ended September 30, 2000, the Company issued 1,477,500 shares
     of its common stock at a price of $12 per share. Net proceeds received by
     the Company from this transaction were approximately $16.9 million.

10.  STOCK OPTION PLANS AND WARRANTS

     The Company has five stock-based compensation plans, which are described
     below. The Company applies APB No. 25 and related interpretations in
     accounting for its plans. Accordingly, compensation cost for options issued
     to employees has been recognized only for options that are granted with
     exercise prices that are less than the fair value of the underlying stock
     at the time of issuance.

     a)   The Plan for Incentive Compensation for Mathew Schilowitz (the
          "Schilowitz Incentive Plan"), who was the principal stockholder, was
          adopted by the Board of Directors and approved by Harmat's sole
          stockholder on March 1, 1996 and amended August 3, 1996. Pursuant to
          such plan, Mr. Schilowitz has been granted options to purchase up to
          an aggregate of 500,000 shares of common stock at an exercise price of
          $.35 (as amended). The exercise price and number of options have been
          amended to $.30 and 576,748, respectively, due to the dilutive effect
          of the acquisition. In conjunction with the acquisition, all such
          options have become fully vested resulting in the accrual of
          compensation expense in the amount of $775,000, which has been
          reflected in the operations of Harmat prior to June 3, 1999. There was
          no activity in this option plan during the year ended December 31,
          2001.

     b)   In February 1996, the Board of Directors adopted the 1996 Joint
          Incentive and Qualified Stock Option Plan (the "Plan") providing for
          the granting of up to 400,000 shares of Harmat's common stock. In
          January 1997, Harmat granted five year options under the Plan
          providing for 10,000 shares at a price of $2.125 per share ($.35 as
          amended) to four directors and two key employees of Harmat. During
          1998, 10,000 of these options were forfeited with the termination of
          employment of a key employee. In March 1998, Harmat's chief executive
          officer and principal shareholder was granted 300,000 shares at an
          exercise price of $2.337 per share ($.35, as amended). The exercise
          price and number of options have been amended to $.30 and 346,049
          respectively due to the dilutive effect of the acquisition. During the
          year ended September 30, 1999, 50,000 options were exercised. As of
          September 30, 2000, all such options were fully vested. There was no
          activity in the plan during the year ended December 31, 2001.

                                      F-19
<PAGE>

     c)   As part of the reverse acquisition, the Company authorized five-year
          options to purchase 800,000 shares of the Company's common stock at an
          exercise price of $1.90 per share. Such options vest as follows:
          one-third after June 3, 2000; one-third after June 3, 2001 in the
          event the Company achieves 50% of its revenue projection of
          $49,000,000 in the second year; and one third after June 3, 2002 in
          the event the Company achieves 50% of its revenue projection of
          $179,000,000 in the third year. Due to the nature of the vesting of
          these options, they are considered variable options. As of September
          30, 2000 and 1999, an aggregate of 800,000 and 560,000 options have
          been granted, respectively. As of September 30, 2000, 249,999 of these
          options were vested. Non-qualified awards under this plan may be
          granted to employees, officers, consultants and advisors of the
          Company provided such consultants and advisors render bona fide
          services not in connection with the offer and sale of securities in a
          capital-raising transaction.

     d)   As part of the acquisition and in connection with a consulting
          agreement with Mr. Schilowitz, the Company granted Mr. Schilowitz
          options to purchase 190,615 shares of the Company's common stock at an
          exercise price of $1.90 per share. Such options vested immediately.

     e)   The BarPoint Equity Incentive Plan was adopted by the Board of
          Directors on September 17, 1999, and was approved by stockholders in
          April 2000, authorizing the Company to grant options to purchase
          1,500,000 shares of the Company's common stock at fair market value at
          date of grant or 85% of fair market value. In April 2000, the board of
          directors amended this plan to increase the number of shares available
          to 3,000,000. In November 2000, the board of directors further amended
          this plan to increase the number of shares available to 4,500,000. As
          of December 31, 2001, an aggregate of 5,444,255 options have been
          granted under this plan. Non-qualified awards under this plan may be
          granted to employees, officers, consultants and advisors of the
          Company provided such consultants and advisors render bona fide
          services not in connection with the offer and sale of securities in a
          capital-raising transaction.

     A summary of the status of the Company's stock option plans as of December
     31, 2001, and the changes during the year ended September 30, 2000 and the
     quarter ended December 31, 2000 is presented below:

<TABLE>
<CAPTION>
                                                                                    Weighted-average
              Fixed Options                        Number of Options                 Exercise Price
----------------------------------------          -------------------              ------------------
<S>                                               <C>                              <C>
Balance at September 30, 1999..........                1,357,912                      $     1.29
Granted................................                2,724,100                      $     7.26
Exercised..............................                       --                      $       --
Forfeited..............................                 (118,167)                     $     9.84
                                                      ----------                      ----------
Balance at September 30, 2000..........                3,963,845                      $     5.14
Granted................................                  396,940                      $     1.83
Exercised..............................                       --                      $       --
Forfeited..............................                  (98,400)                     $     5.00
                                                      ----------                      ----------
Balance at December 31, 2000...........                4,262,385                      $     4.83
Granted................................                1,828,100                      $     0.43
Exercised..............................                 (922,797)                     $     0.30
Forfeited..............................               (1,424,173)                     $     4.55
                                                      ----------                      ----------
Balance at December 31, 2001...........                3,743,515                      $     3.91
                                                      ==========                      ==========
Weighted-average  fair  value  of  options
granted during the year................               $     0.37
                                                      ==========
</TABLE>

                                     F-20
<PAGE>

<TABLE>
<CAPTION>
         Outstanding Options                                             Exercisable Options
----------------------------------                                 -------------------------------
                                                                      Number
                                                      Weighted-    Exercisable
                                       Weighted-       average         at
     Range of             Number        average       Remaining    December 31,   Weighted-average
  Exercise Prices      Outstanding   Exercise Price      Life          2001        Exercise Price
-------------------    -----------   --------------   ---------    ------------   ----------------
<S>         <C>       <C>            <C>              <C>          <C>            <C>
$ 0.26  --  $ 1.00    1,459,100        $ 0.34           9.82         110,417          $ 0.32
$ 1.06  --  $ 2.00      519,115        $ 1.73           6.94          85,500          $ 1.78
$ 3.25  --  $ 5.00      636,300        $ 3.95           8.34         342,099          $ 4.16
$ 6.25  --  $ 9.50      782,000        $ 7.91           7.86         770,165          $ 7.90
$12.75  --  $18.00      347,000        $12.86           8.24         142,333          $12.84
</TABLE>

     The following information concerning the Company's stock option plans is
     provided in accordance with SFAS No. 123. The fair value of each option
     grant is estimated on the grant date using a Black-Scholes option-pricing
     model with the following weighted-average assumptions used for grants in
     2001: dividend yield of 0%, risk-free interest rate of 3.0%, expected
     volatility of 140%, and expected lives of 5 years for the options.

     If the Company had used the fair value based method of accounting for its
     employee stock option plans, as prescribed by SFAS No. 123, compensation
     cost included in the consolidated statements of operations for the years
     ended December 31, 2001 and September 30, 2000, and the quarter ended
     December 31, 2000 would have increased by approximately $673,000, $4.5
     million, and $438,000 respectively. The increase in compensation costs
     would have resulted in a net (loss) income of $(16.0) million $1.7 million
     and $3.2 million net of tax, and a basic and diluted net income (loss) per
     share of $(0.92) and 0.10 and $(0.19) for the years ended December 31,
     2001, September 30, 2000, and the quarter ended December 31, 2000
     respectively.

11.  RELATED PARTY TRANSACTIONS

     In August 1999, BarPoint entered into a strategic partnership with Symbol.
     As part of that partnership, Symbol purchased 1,315,789 shares of the
     Company's common stock valued at $2,500,000 in exchange for $1,000,000 cash
     and an agreement to make available to BarPoint up to 110,000 Symbol SPT
     1500 machines at a special price, plus a royalty free license to use
     Symbol's scanner patents. During the second half of our fiscal year ended
     September 30, 2000, BarPoint acquired 10,000 SPT 1500 machines in
     accordance with the agreement for approximately $3.0 million. Prior to
     September 30, 2000, the Company's management determined that it is not in
     the Company's best interest to be responsible for the logistics and
     financial requirements associated with maintaining inventories related to
     hardware sales. As a result, the Company reached an agreement in principle
     with Symbol to dissolve the product supply and license agreement and enter
     into a new sales and royalty agreement. Under this new agreement, BarPoint
     will continue to promote the use of Symbol scanning devices and will
     continue to develop applications that improve the functionality of scanning
     devices, but will now arrange for the sale of the devices to BarPoint
     partners through Symbol for which BarPoint will receive commissions on
     sales of Symbol hardware and royalties on bundled BarPoint software.

     The law firm of McLaughlin & Stern, LLP of which a Board Member is a
     principal, received legal fees of approximately $22,000 for the year ended
     December 31, 2001 and $149,000 for the year ended September 30, 2000.

12.  RESTRUCTURING ACTIVITIES

     In connection with the restructuring plan announced by the Company in
     August 2001, the Company began implementing reductions in headcount from 67
     as of June 30, 2001 to 21 as of December 31, 2001. In addition, the Company
     terminated all other lease obligations as of December 31, 2001 and has
     consolidated all offices into the remaining Deerfield Beach, Florida
     headquarters. Subsequent to December 31, 2001 the Company entered into a
     conditional agreement with the landlord to terminate the Deerfield Beach,
     Florida headquarters lease and vacate the premises effective June 1, 2002.
     The termination of this agreement is subject to the successful execution of
     a new lease between the landlord and a third party. The restructuring plan
     will be substantially complete upon successful termination of its Deerfield
     Beach, Florida headquarters which is expected to occur in the second
     quarter of 2002. During the year ended December

                                      F-21

<PAGE>

     31, 2001 the Company recorded charges associated with the implementation of
     it's restructuring plan totaling $815,495. These costs consisted of the
     following:

Payroll and other employment related costs                            $621,308
Write-off of fixed assets                                              127,622
Lease termination fees                                                  66,565
                                                                      --------
Total                                                                 $815,495
                                                                      ========

13.  SUBSEQUENT EVENTS

     In March of 2002, the Company received purchase orders for the sale of all
remaining units in its inventory of the Symbol scanning devices on hand, in the
amount of approximately $400,000. The units were sold on a non-return basis to
Office Depot. Approximately 6,000 units were shipped to fulfill the entire order
in March 2002.

                                      F-22
<PAGE>

                                  EXHIBIT INDEX

   Exhibit      Description
-------------   ----------------------------------------------------------------

10.6            Separation Agreement, dated December 17, 2001 between the
                Company and John C. Macatee.

10.7            Amendment, dated June 19, 2001, between the Company and Leigh
                Rothschild.

10.8            Amendment, dated June 19, 2001, between the Company and Jeffrey
                W. Sass.

10.9            Second Amendment to Employment Agreement, dated March 1, 2002,
                between the Company and Leigh Rothschild.

10.10           Second Amendment to Employment Agreement, dated March 1, 2002,
                between the Company and Jeffrey W. Sass.

10.11           Form of Restricted Stock Agreement with Directors

10.12           Form of Restricted Stock Agreement with Executives

21              Subsidiaries of the Company

23.1            Consent of Deloitte & Touche LLP

23.2            Consent of Deloitte & Touche LLP