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

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934


[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

               For the transition period from _______ to ________

                   For the fiscal year ended December 31, 2003
                                             -----------------

                        Commission File Number: 000-21235

                               BARPOINT.COM, INC.
        (Exact name of small business issuer as specified in its charter)

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

                     3100 Five Forks Trickum Road, Suite 401
                                Lilburn, GA 30047
                                -----------------
               (Address of principal executive offices) (Zip code)

                                 (770) 736-9383
                                 --------------
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

       Securities Registered Pursuant to Section 12(g) of the Exchange Act

                                  Common Stock
                                  ------------
                              (Title of each class)
<PAGE>

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

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

State issuer's revenues for its most recent fiscal year.   $0

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.). $12,476,472 as of April 12, 2004.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 94,896,229 shares of common stock
were outstanding as of March 30 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 Not applicable

Transitional Small Business Disclosure Form (Check one):  Yes [ ];   No [X]

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

BarPoint.com, Inc. (the "Company") is a holding company for merchant, school,
and nonprofit loyalty marketing programs. The Company markets online, store, and
catalog-based loyalty programs that generate contributions to schools,
nonprofits and other organizations, based upon parent and supporter purchases.
Our vision is to provide a one-stop shop for schools, nonprofits, and other
organizations to enroll in year-round, merchant-supported fund-raising programs.
Our corporate headquarters is based in the Atlanta, Georgia area; we also
maintain two offices in Northern California. We expect to change our name to
LoyaltyPoint, Inc. on or about April 21, 2004.


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OUR HISTORY

The Company initially operated in the real estate sector. In 1999, the Company
engaged in a reverse merger with BarPoint.com, Inc., a Florida corporation, and
changed its name to that of the Florida corporation. Through 2002, BarPoint.com
developed and obtained patents for wireless Internet software with applications
for online shopping. Revenue from this business was limited and decreased
through 2002. In 2003, this business generated no revenue and the Company began
searching to acquire another business.

Effective on February 18, 2004, the Company acquired FUNDever, Inc., a Delaware
corporation ("FUNDever"), in a reverse merger transaction issuing 68,250,111
shares of its common stock to FUNDever stockholders. Immediately prior to the
merger, we paid a cash dividend to our stockholders of approximately $0.05 per
share and a stock dividend of approximately 0.429 shares of common stock for
each share held of record immediately prior to the effective date of the merger.
Additionally, we declared a second cash dividend payable to stockholders of
record prior to the merger of approximately $0.03 per share, subject to certain
terms and conditions contained in the merger agreement. See Item 7. Note 7 to
"Financial Statements." Following the merger, FUNDever stockholders now own
approximately 71.9% of our common stock. The financial statements contained in
this Report are those of BarPoint.com and not those of the current business.

In connection with the merger, all of the officers and all but one of the
directors resigned. Mr. Leigh Rothschild remained as a director and appointed
Mr. Paul Robinson as a second director and chairman. Effective on April
11, 2004, Messrs. Stephen Avalone and Robert Scellato became directors of the
Company. Our new management team consists of Mr. Paul Robinson, chairman and
chief executive officer; Mr. Mickey Freeman, president; Mr. Curtis Ramsey, chief
financial officer; Mr. Andrew Schulz, chief technology officer; and Mr. Stephen
Avalone, chief marketing officer. The seasoned management team brings
entrepreneurial, technology, and general management experience in the education,
software, and technology arenas, with an emphasis on sales, marketing, and
rapid-growth businesses. See Item 9. "Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section 16(a) of the Exchange Act."

FUNDever commenced operations in April 2002, with a focus on nontraditional
educational fundraising programs, targeting approximately 111,000 elementary,
middle and high schools in the United States. In 2003, FUNDever experienced
growth in its Learn & Earn program and consummated three acquisitions,
positioning FUNDever as a top year-round school and nonprofit support program in
the United States. Each of these acquisitions added significant new customer and
merchant relationships.

The first acquisition was an asset acquisition on March 31, 2003 of Technology 4
Kids, LP, a Boston, Massachusetts-based online shopping support program where a
percentage of online purchases made from brand name retailers created points
that could be converted by schools to acquire copiers, printers, fax machines,
etc. Under the terms of the asset purchase agreement, FUNDever issued shares of
its Series A preferred stock. The shares of FUNDever stock were distributed to
the stockholders of T4K and were converted into an aggregate of 809,217 shares
of the Company as a result of the merger between FUNDever and the Company.

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<PAGE>

The second acquisition occurred on July 31, 2003 and was a merger with
Schoolpop, Inc. ("Schoolpop"), based in Menlo Park, CA. Schoolpop is an online
shopping program, giving a percentage of online purchases made from brand name
retailers as cash contributions to schools and nonprofits. Pursuant to the
merger, Schoolpop became a wholly-owned subsidiary of FUNDever. Under the terms
of the merger agreement, Schoolpop's stockholders received as merger
consideration approximately $13,000,000, a convertible promissory note in the
principal amount of $1,055,000 (convertible into new Series B preferred stock of
FUNDever in an amount equal to 27% of all issued and outstanding shares of
capital stock of FUNDever) and also received a five-year contingent earn-out
ranging from 6% to 10% of net revenue generated from specified schools and
business lines, not to exceed $32,000,000. Approximately $12,655,000 of the
merger consideration came from Schoolpop's existing cash. The convertible
promissory note was subsequently amended to be convertible immediately before
the merger between FUNDever and the Company into common stock of FUNDever in an
amount equal to 17% of all issued and outstanding shares of capital stock of the
Company. As a result of the merger between FUNDever and the Company, the
convertible promissory note was converted and the note holders received an
aggregate of 16,133,000 shares of the Company.

The third acquisition closed on November 30, 2003 and was the purchase of
certain assets of Schoolcash, Inc., Schoolpop's primary competitor in the online
shopping market. Under the terms of the asset purchase agreement, FUNDever paid
approximately $180,000 in cash, delivered a promissory note in the principal
amount of $250,000 and agreed to pay a five-year contingent earn-out ranging
from 6% to 10% of net revenue generated from specified merchants and schools.

By the end of 2003, between FUNDever and its combined acquisitions, over 55,000
schools and nonprofits had enrolled in FUNDever's support programs and millions
of dollars had been contributed to schools and nonprofits. FUNDever rolled this
combination into one portfolio and labeled its offering Year-Round School
Support.

In January 2004, with the online shopping program fully integrated, FUNDever
looked to expand its offline shopping program with stores and catalogs.
Schoolpop completed another acquisition, further penetrating the school and
nonprofit market. It acquired certain assets and assumed certain liabilities of
The National Scrip Center, Inc. ("NSC"), the Santa Rosa, California-based
nonprofit company that founded the scrip (gift certificates and stored valued
purchase cards) industry in 1988. A total of 12 NSC employees have become
Schoolpop employees. Pursuant to the purchase, Schoolpop agreed to pay
approximately $55,000 in cash, agreed to a five-year contingent earn-out
consisting of 2% of net revenue generated from specified customers and agreed to
assume approximately $1,266,000 owed to certain nonprofit creditors of NSC and
approximately $244,166 owed for computer software and hardware. The preceding
consideration is subject to further adjustment downward. Schoolpop did not agree
to assume liabilities to trade vendors or any other creditors of NSC.

                                       4
<PAGE>

OUR STRATEGY

Our objective is to increase stockholder value by growing revenues, and
providing earnings and cash flow, while providing year-round funding support to
schools, nonprofits, and other organizations. The three aspects of our business
strategy are:

         o        Integration: combine a suite of synergistic "everyday
                  shopping" programs that generate a contribution back to a
                  school, nonprofit or other organization;

         o        Diversification: create separate divisions and subsidiaries
                  focused on individual vertical markets; and

         o        Economization: leverage our corporate overhead across
                  divisions and subsidiaries to create economies of scale.

In order to execute these strategies, we will:

COMPLETE OUR PROGRAM OFFERINGS, BUILD OUR CUSTOMER BASE AND ADD INCREMENTAL
REVENUE STREAMS, THROUGH ACQUISITIONS

Our acquisition strategy is to acquire:

         o        new synergistic programs that can be sold into one or more
                  vertical markets;

         o        incremental revenue streams and/or school and nonprofit
                  customer bases through similar existing programs that require
                  little or no additional overhead to integrate; and

         o        complementary technology assets that enhance our online
                  shopping platform.

DIVERSIFY LOYALTY MARKETING CHANNELS

We intend to serve multiple loyalty marketing channels through a divisional
approach with our subsidiary, Schoolpop, Inc., serving the school market. New
brands will be created as business units to serve other markets, including
merchant, nonprofit and other organizations. Our goal is to leverage product
capabilities across markets to reduce overhead, create distribution
efficiencies, and cover the key addressable market opportunities.

INTEGRATE AND EXPAND TECHNOLOGY EFFICIENCIES

The Company is uniquely positioned to leverage proprietary technology to scale
the business and grow market share without significant incremental capital
expenditures. Our goal is to offer schools, nonprofit and other organizations
support from multiple customer access points, including online, wireless and
offline, through stores and catalogs, leveraging our management team's
technology competency and creating a barrier to entry for competitors.


                                       5
<PAGE>

DEVELOPMENT OF BUSINESS

FUNDever was founded in 2002, and began test marketing of its educational
software business. It also developed its basic business model, including the
four value propositions described below under "Our Markets." In 2003 and January
2004, FUNDever implemented its business strategy and completed the acquisitions
referred to above, which now constitute the business of the Company.

OUR MARKETS

Our primary market is the approximately 111,000 elementary, middle and high
schools in the United States, from which we have identified an estimated $6.9
billion addressable market opportunity. We identify this market as the
Year-Round School Support Market. Schools are facing record budget deficits and
are looking for incremental, easy to run, but financially impacting funding
programs to complement or replace traditional fundraising mechanisms. Our
primary competitors are traditional fundraising solutions, offering cookie
dough, candy, magazines, jewelry and gift wrap that require students, parents,
and supporters to sell and deliver unwanted, overpriced products and use the
schools as the primary distribution and customer service vehicle.

The four main value propositions that differentiate us from traditional school
fundraising options are as follows:

         o        Generating year-round, recurring revenue streams through
                  online and offline programs offering parents and supporters
                  "everyday" products they would purchase anyway throughout the
                  year;

         o        Providing products at or below retail prices, a new
                  competitive advantage not found in school fundraising;

         o        Offering educational and family-friendly products like
                  software, magazines, and personalized books as an alternative
                  to unhealthy product offerings like cookie dough and candy, as
                  well as unwanted, overpriced commodities like gift wrap and
                  jewelry; and

         o        Delivering a suite of meaningful yet easy to run,
                  nontraditional fundraising programs that can supplement or
                  replace traditional fundraising solutions and expand the total
                  annual earning power of each school client without the
                  incremental work and resources associated with traditional
                  solutions.

A secondary addressable market opportunity of an estimated $21 billion exists
with nonprofits, which are facing similar budget cuts and volunteer constraints.

                                       6
<PAGE>

OUR PROGRAMS

The Company's principal programs cross four primary product lines:

Scrip & Earn: This is the Company's year-round anchor program which we recently
acquired from NSC. This program offers cash-equivalent gift cards, gift
certificates and stored value purchase cards (collectively, "SVPs" or "scrip")
that parents and supporters buy from schools and from nonprofits and use either
as gifts or in their daily purchases (groceries, gas stations, pharmacies, etc.)
instead of cash, thus earning a varying contribution percentage for their school
or nonprofit. We purchase the scrip at a discount from face value direct from
merchants, and then sell it to schools and nonprofits at a slight mark-up. In
turn, the schools and nonprofits sell the scrip to parents and supporters at
face value, earning the spread. The merchants participate in order to create
cash flow, generate repeat business and gain loyal shoppers.

Our predominant scrip offering is exclusive to us and is provided by American
Express Incentive Services, LLP ("AEIS"), which delivers three unique
multi-merchant stored value cards. These cards include: (i) the Encompass Select
card, accepted everywhere the American Express card is accepted; (ii) the
Persona Select card, accepted at hundreds of brand-name merchants as a gift
card; and (iii) the Fill It Up card, taken at virtually all gas stations
accepting American Express. The combination of these three cards is powerful,
providing what we believe is the broadest-reaching, exclusive scrip card program
in the marketplace, and is the only such offering in the industry.

Revenue from our scrip business is high, in relation to our other revenue
sources, but the gross margins are very low. We anticipate that over 90% of our
2004 revenue will come from our scrip program; approximately 75% of this scrip
revenue is anticipated to be derived from AEIS products, although our goal is to
reduce it to 50% by year end. While NSC offered scrip from over 300 merchants,
we are focusing on selling scrip of AEIS and approximately 40 other merchants.
We are limiting our merchant offerings in order to improve operating
efficiencies and inventory management. The impact of limiting our merchant
offerings will be that our anticipated 2004 revenue will be lower than the
historical revenue generated from the assets we acquired from NSC. We anticipate
that this scrip revenue will increase in the long-term.

A material consideration for the Company in entering into the NSC transaction
was the assumption and continuation of the AEIS exclusive agreement. AEIS
granted the Company an extension of NSC's exclusive agreement until May 14, 2004
pending negotiations relating to a long-term exclusive agreement. See Item 6.
"Management's Discussion and Analysis."

Shop & Earn: This is the Company's flagship online and offline, non-scrip
offering, which lets parents and supporters purchase brand-name goods from
merchant partners online, at stores, or from catalogues and earn a varying
contribution percentage back to the school or nonprofit of the person's choice.

Charge & Earn: A secondary shopping tool, a special private label Bank One
Visa(TM) card, allows purchasers to contribute one percent from every purchase
placed on the card, and also provides a one-time activation bonus to the school
or nonprofit of their choice. Additionally, as shoppers use their Schoolpop
registered cards at participating merchant stores, the merchant contributes a
varying percentage back to the school or nonprofit.

                                       7
<PAGE>

Earning Events: Our other programs are based upon a schoolwide drive that
includes heavy upfront promotion from parent groups and administrators followed
by light but continuous promotion year-round using free marketing tools provided
by the Company. These programs include the following:

         o        Learn & Earn, which includes discounted educational and family
                  media, such as educational software, magazines, learning
                  books, audio books, games, family music, and personalized
                  books. This program is offered as a school-promoted catalog
                  event, where students take catalogs and gift certificates
                  home, and parents and supporters can purchase media titles and
                  redeem them online or offline by mail at their convenience.
                  The school or nonprofit receives 25%-40% of the selling price,
                  depending on the product purchased.

         o        Auction & Earn, run in conjunction with eBay Giving Works,
                  allows parents and supporters to clean out their closets and
                  basements of potentially valuable goods and bring them to
                  their school or nonprofit on "Auction Day." The donor receives
                  a tax deduction form, and we use an exclusive partner,
                  Atlanta-based YourAuction Stop (whose stockholders include
                  two members of our senior management), to clean, photograph,
                  and list the item on eBay and ship it after sale. Post-sale,
                  we pay 60% of the selling price to the donor's school or
                  nonprofit.

SALES AND MARKETING

The Company uses a "leveraged distribution model" to grow revenue while
maintaining a small, flexible marketing and sales staff. The Company enrolls
schools and nonprofits in its suite of programs using telephone sales as the
primary distribution vehicle. The Company deploys two inside sales teams, one
based in Northern California and the other based at our Atlanta area
headquarters who call on an existing base of approximately 55,000 school and
nonprofit clients. The primary model is to cross-sell existing school
"champions," typically parent volunteers, from one program to multiple programs
to further penetrate school and nonprofit accounts and to expand the earning
power of participating organizations. Lead generation includes direct marketing
via email, direct mail, advertising and partner marketing.

Once enrolled, the school or nonprofit appoints a "Schoolpop Champion" who acts
as the Company contact person for promotions inside the organization. The
Champion's key responsibility is to encourage participation within the
organization's supporter base (e.g., parents). To assist with this goal, the
Company provides a complete set of free online and offline marketing materials
for the Champion's use in recruiting supporters to participate.

By utilizing this scalable model, one account manager can manage 200 or more
organizations.

COMPETITION

The Company competes in three primary product segments of the school and
nonprofit support market:

Product Fundraising: This includes cookie dough, candy, magazines, jewelry, and
gift wrap. We offer magazines, most of which are offered bundled together at a
discounted price, effectively differentiating ourselves from individual sales.


                                       8
<PAGE>

Principal competitors include QSP, Great American, IFS, Sally Foster, and
Innisbrook Wraps. We compete based on letting useful everyday, year-round
purchases help schools and nonprofits, versus above-retail priced commodities
that have low perceived value and high perceived hassle to administer as
fundraising programs.

Nontraditional Fundraising: This includes auctions, book fairs, educational
software, school supplies, and small events (car washes, bake sales, etc.). We
compete aggressively in the auction and educational software categories,
offering a hassle-free, innovative, and value-priced alternative to
resource-intensive, traditional funding solutions. The ability to run these
programs anytime and be a one-stop shop effectively differentiates us, as does
our direct shipping model that takes schools and nonprofits out of the difficult
inventory management phase typically associated with fundraising programs.
Principal auction competitors include Auction Drop, Quick Drop, SmartSell and
NuMarkets. With our Auction & Earn program, we use schools as the primary
auction item drop-off location and partner with our affiliate, YourAuction
Stop, for program management. This is compared to other auction companies that
build or lease retail store space and ask supporters to bring items to them.
Principal media competitors include Scholastic, which offers books and a limited
selection of software at book fairs. We believe we have a competitive advantage
with the book fairs because of our offering of thousands of titles, anytime
redemption, and simplicity for the school's media specialists (librarians), who
do not need to use their school libraries for weeks at a time to run low-margin,
resource-intensive book fairs. Scholastic has a large national presence, has
much greater financial and other resources and offers books through catalogues,
similar to Learn & Earn. It is the dominant company in the sale of books and
related items directly to parents. Other competitors include the large national
bookstores and online booksellers.

Shopping-Based Fundraising: This includes credit card rebates, online shopping,
and scrip or SVPs. This is our primary addressable market opportunity and an
area of marked competitive advantage. In the credit card rebate segment, we
offer a private-label Bank One Visa(TM) card under the Schoolpop brand, as
previously described. In the online shopping segment, Schoolpop is, we believe,
the largest online shopping support company in the United States and offers a
robust, easy to use shopping engine with access to over 300 brand-name
merchants. In the scrip or SVP program, we are the exclusive carrier of the AEIS
Encompass Select, Persona Select and Fill It Up cards, offering variable rebates
for everyday purchases from AEIS merchants. We are negotiating with AEIS to
offer additional exclusive SVP cards products. The Encompass Select card is
accepted at WalMart and Costco, the top two "big box" discount stores in the
United States, making us the only scrip business in the United States to offer a
card that can be used for purchases at WalMart and Costco. Other
merchant-specific SVP offerings include Starbuck's, Home Depot, Blockbuster, and
other brand-name, everyday shopping options. The annual rebate earning power
from daily and weekly purchases far outweighs what traditional
resource-intensive, mainly fall-based or other seasonal programs generate, at a
fraction of the effort. Principal competitors in this category include
boxtops4education.com, managed by General Mills, schoolmall.com,
schoolshare.com, and iGive.com. All are predominantly online giving programs
versus the bundled online and offline programs offered by us that allow


                                       9
<PAGE>

purchases from thousands of online, store, and catalog merchants to support
funding efforts. In the scrip market, primary competitors include Great Lakes
Scrip, eScrip and Scrip Advantage. A major current competitive advantage is our
exclusive offerings of AEIS SPVs and their acceptance everywhere the American
Express card is accepted. Our competition is dependent upon individual merchant
agreements, limiting scalability, and creating incremental fulfillment and
operational expenditures.

INTELLECTUAL PROPERTY

A key element of the merger between BarPoint.com and FUNDever was BarPoint.com's
existing technology. This includes three existing United States patents,
including two recently-issued patents, and three other United States patents
pending. The original patent for our "Interactive System For Investigating
Products on a Network" protects technology related to the utilization of unique
identifiers such as UPC numbers, barcodes, manufacturers' codes and other coded
input to gather product-related information from a database and the Internet
from both wired and wireless devices. The first new patent extends and expands
on the scope of the wireless claims contained in the original patent. The second
new patent covers our unique method for linking a billboard or signage to
information on a global computer network via manual information input or by use
of a global positioning system. It is anticipated that this technology will be
relevant to future shopping-based initiatives, dependent upon consumer adoption
of high-speed Internet access from handheld devices.

We have filed a lawsuit against PriceGrabber.com for infringement of our patent
and that action is in the discovery phase. See Item 3. "Legal Proceedings."
Previously, we filed a lawsuit against Fullplay Media Systems that resulted in a
license and settlement agreement. We intend to seek license agreements with
other parties and in the process may file additional patent infringement
lawsuits in order to protect our intellectual property.

Our registered trademarks include Schoolpop, Technology 4 Kids and You're Going
to Buy Stuff Anyway...Make it Count. We have applied for the trademark Learn &
Earn.

EMPLOYEES

We have 33 full-time employees.

ITEM 2. DESCRIPTION OF PROPERTY.

Our corporate headquarters are located in Lilburn, Georgia, a suburb of Atlanta.
We lease approximately 4,100 square feet of space in a two story office
building, under a lease which expires in March 2005. The monthly cost is $4,500.
The Company also leases two separate office spaces in California for the
technology staff and for the scrip business. The technology staff, located in
Menlo Park, California, currently uses approximately 8,000 square feet of office
space in a single-story office complex, under a lease which expires October
2004 at a cost of $12,000 per month. The scrip operations, located in Santa
Rosa, California, uses approximately 2,367 square feet of office space in a
single-story office complex, under a lease which expires in March 2005. The
monthly cost is $2,600.  All of the offices we lease are in good condition. Upon
expiration of the leases, we do not anticipate any difficulties in renewing any
of the leases or obtaining new space without material increases in our cost.
With respect to Menlo Park which expires in October, we expect to materially
reduce our rent expenses.

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ITEM 3. LEGAL PROCEEDINGS.

Albertson's Inc. ("Albertson's") filed an action against Schoolpop on October
31, 2003 in the United States District Court Central District of California.
Albertson's alleged violations of the Lanham Act, breach of contract,
interference with prospective economic advantage and violation of the unfair
competition law of California. The allegations related to certain alleged acts
of Schoolpop prior to FUNDever acquiring Schoolpop. Pursuant to the merger
agreement between FUNDever and Schoolpop, prior stockholders of Schoolpop have
agreed to indemnify us for any damages incurred with regard to this action. We
have been in settlement discussions with Albertson's and have orally agreed to
settle the action for $300,000 to be paid monthly over a number of years. We are
offsetting contingent earn-out payments otherwise payable to the former
stockholders of Schoolpop that have agreed to indemnify us for any damages with
regard to this action.

As discussed in Item 1. "Description of Business," in January 2004, Schoolpop
acquired certain assets and assumed certain liabilities of NSC. At the time of
the acquisition, NSC had substantial debts to third parties. Two lawsuits have
been filed against Schoolpop by creditors of NSC related to this transaction.
While Schoolpop paid fair consideration for the assets purchased and only agreed
to assume specified liabilities of NSC, there is no assurance that other
creditors of NSC will not seek collection from Schoolpop. The Company believes
that Schoolpop should not be liable to creditors of NSC, except to the extent
that Schoolpop specifically agreed to assume those obligations, and will
vigorously defend any actions like those set forth below.

In the larger lawsuit, Honey Baked Ham, Inc. and Gerard, Inc. filed an action in
February 2004 against Schoolpop in the Superior Court of California, County of
Sonoma. The plaintiffs are seeking to recover approximately $140,000 in damages
for alleged violations of the unfair competition law of California, conversion
and unjust enrichment as a result of Schoolpop's purchase of SPVs from NSC that
NSC acquired from the plaintiffs. The plaintiffs alleged that NSC had the
inventory on consignment, did not pay for it and transferred the inventory to
Schoolpop, as an alter ego of NSC, without any consideration. Schoolpop's
defense is that it paid fair consideration for the purchase of the gift
certificates as an arms-length purchaser without any knowledge of an adverse
claim and the we believe that Schoolpop should not be held liable for the
obligations of NSC to the plaintiffs.

We acquired Harmat Homes as a result of the 1999 reverse acquisition transaction
with The Harmat Organization, Inc. Harmat Homes, Inc, a non-operating
subsidiary, has no assets of which we are aware and has not operated since prior
to the reverse acquisition. At the end of 2002, the Company became aware that a
default judgment had been entered against Harmat Homes, Inc. The judgment was
entered on April 22, 2002 as a result of a third-party claim by a defendant
against Harmat Homes in a case pending in the Supreme Court, State of New York,
Suffolk County. The case relates to an alleged injury that occurred in 1999. Any
damages against Harmat Homes will not be calculated and assessed until the trial
process is completed. As a result, the Company is unable to predict the extent
to which Harmat Homes may be found liable. In any event, the Company is not a
party to the action and no claim has been made with respect to us. We do not
believe that the Company should have any liability associated with the matter.

                                       11
<PAGE>

On May 20, 2003, the Company filed suit against PriceGrabber.com, Inc. and
PriceGrabber.com, LLC (collectively, "PriceGrabber") for infringement of our
U.S. Patent No. 6,430,554, "Interactive System for Investigating Products on a
Network" (known as the "554 Patent"). The case was filed in the United States
District Court for the Southern District of Florida. The Company alleges that
certain websites and technology made, used, sold and or offered for sale by
PriceGrabber and certain of its affiliates infringe upon the 554 Patent. We are
seeking damages and injunctive relief, including enhanced damages due to alleged
willful infringement. PriceGrabber denied liability, raised counterclaims, and
requested a declaratory judgment that there is no infringement and that the 554
Patent is invalid and unenforceable. We believe that there is no merit to the
counterclaims. The parties are currently involved in discovery.

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

None

                                     PART II

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

MARKET INFORMATION

The following table sets forth, for the periods indicated, the range of
quarterly high and low sales prices for our common stock which trades on the
Over-the-Counter Bulletin Board under the symbol "BPNT.OB." Prior to July 25,
2003, our common stock traded on the Nasdaq Small Cap Market.

                                                        HIGH            LOW

FISCAL YEAR ENDING DECEMBER 31, 2003
First Quarter                                         $   0.20         $ 0.10
Second Quarter                                            0.37           0.11
Third Quarter                                             0.43           0.12
Fourth Quarter                                            0.25           0.13
FISCAL YEAR ENDED DECEMBER 31, 2002
First Quarter                                         $   0.53         $ 0.25
Second Quarter                                            0.39           0.18
Third Quarter                                             0.23           0.13
Fourth Quarter                                            0.23           0.10

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<PAGE>


HOLDERS

As of April 6, 2004, there were 275 holders of record of our common stock and
approximately 3,300 beneficial owners. In addition, there are three shares of
super voting Series A preferred stock outstanding that entitle the one holder to
671,766 votes, which vote together with the common stock.

DIVIDEND POLICY

In November 2001, we announced a plan to utilize excess capital for future
strategic uses including investments, acquisitions or for distribution to the
stockholders. Such excess capital was available for use if deemed appropriate by
the Company. In conjunction with the decision to utilize excess capital for the
benefit of our stockholders, our board of directors approved the declaration of
a dividend of $0.12 per common share (approximately $2,300,000) which was paid
on January 14, 2002 to stockholders of record as of December 24, 2001. On May 6,
2002, we announced a $0.12 per common share cash dividend to stockholders. The
dividend of $0.12 per common share (approximately $2,300,000) was paid on June
14, 2002, to shareholders of record as of May 30, 2002.

In connection with the Company's recent merger, the Company (i) paid a cash
dividend to the Company's stockholders of approximately $0.05 per share, (ii)
paid a stock dividend to the Company's stockholders of approximately 0.429
additional shares per share of the Company's common stock, and (iii) declared a
second cash dividend to stockholders of approximately $0.03 per share. This
second cash dividend is subject to certain terms and conditions contained in the
agreement and plan of merger. All of these 2004 dividends were paid or are
payable (in the case of the second cash dividend) to the Company's stockholders
of record as of February 17, 2004, or one day prior to the effective date of the
merger.

Currently, we intend to retain future earnings in order to finance the growth
and development of our business and do not anticipate declaring dividends in the
foreseeable future.

SALES OF UNREGISTERED SECURITIES

During the year ended December 31, 2003, we did not issue shares of our common
stock which were not covered by an effective registration statement.

PURCHASES OF EQUITY SECURITIES

During the quarter ended December 31, 2003, we did not purchase any of our
equity securities, nor did any person or entity purchase any equity securities
on our behalf.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

The following discussion of our financial condition and results of operations
should be read together with the financial statements and related notes included
in this Report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from those


                                       13
<PAGE>

anticipated in those forward-looking statements as a result of certain factors,
including, but not limited to, those contained in the discussion on
forward-looking statements that follows this section and those contained in
"Risk Factors Relating to Our Business and Our Common Stock." We disclaim any
intention or obligation to publicly announce the results of any revisions to any
of the forward-looking statements contained herein to reflect future events or
developments.

OVERVIEW

From 1999 through 2003, the Company developed and obtained patents for wireless
Internet software with applications for online shopping. Revenue from this
business was limited and decreased through 2002. In 2003, this business
generated no revenue. Because of the reverse merger in February 2004 and our
business becoming that of FUNDever, discussion of the operating results for 2003
and 2002 and cash flow are not meaningful in relation to the on-going operations
of the combined entities. The subsequent discussions in this Item 6 are that of
the combined entities, going forward. Operating results for FUNDever for the
period February 19, 2004 through March 31, 2004 will be contained in the
Company's Form 10-QSB due to be filed with the Securities and Exchange
Commission ("SEC") by May 17, 2004. Additionally, complete historical financial
statements for FUNDever and the businesses it acquired will be contained in the
Form 8-K/A due to be filed with the SEC by May 3, 2004.

The liquidity discussion below is not based upon the financial statements
contained in this Report.

LIQUIDITY AND CAPITAL RESOURCES

Through the reverse merger transaction with FUNDever, approximately $1,000,000
of cash, cash equivalents and marketable securities remained in the Company. As
of March 26, 2004, we have approximately $1,086,021 in cash, cash equivalents
and marketable securities.

FUNDever has historically generated insufficient cash flow from operations to
cover operating expenses. FUNDever has had to raise additional capital through
commercial bank loans and private investors in order to meet its operating
capital needs. FUNDever has also been able to obtain capital through the
acquisition of companies and assuming the cash and cash equivalent balances of
those companies.

The Company anticipates that it will continue to generate insufficient cash flow
from operations to meet operating capital needs, until at least the fourth
quarter of 2004. With the existing operations today, we believe that our
existing cash will be sufficient to fund the negative operating cash flow over
the next three fiscal quarters. Additional capital resources may be required to
fund negative operating cash flow in future periods beyond the third quarter of
2004, and the Company gives no assurances that it will be able to obtain
adequate capital resources on acceptable terms and conditions.

In January 2004, we acquired certain assets and assumed certain liabilities of
NSC, as more fully described above. A material consideration for the Company in
entering into the NSC transaction was the assumption and continuation of the
AEIS exclusive agreement which currently expires on May 14, 2004. The Company


                                       14
<PAGE>

can give no assurances that a new agreement can be reached. If the Company is
unsuccessful in reaching an exclusive agreement with AEIS, the resulting loss of
revenue could have a material negative impact on the Company's anticipated
revenue and operating cash flow, dependent upon whether we can continue selling
the cards without an exclusive agreement, or whether AEIS cancels the program
entirely.

As part of the terms of the on-going discussions with AEIS, the Company
anticipates it will need to pay an undisclosed amount of cash upon execution of
a new agreement, with anticipated future cash payments ranging from three to
five years. We currently do not have sufficient liquidity or capital resources
to both make the initial cash payment and continue to fund negative operating
cash flows. Therefore, we began negotiations with a private investor, and have
subsequently received a preliminary term sheet for a private placement of equity
securities of up to $3,000,000. One of the conditions to the closing of this
investment would be the Company reaching an exclusive agreement with AEIS, on
terms acceptable to the investor. There are no assurances that we can reach an
agreement with the investor on terms that are satisfactory to the Company or
that we can otherwise obtain the necessary financing.

We currently have an existing revolving credit facility with Shelby County Bank
in the amount of $430,000, all of which is fully drawn. The line bears interest
at the floating rate of prime plus 0.5% per annum, and is payable on demand,
and, if no demand is made, then monthly payments of accrued interest. The line
of credit expires in May 2005. This credit facility is secured by all of
Schoolpop's accounts receivable, inventory and equipment.

We also have a term loan outstanding in the amount of $1,000,200 payable to
Robert Scellato, a new director of the Company. This loan bears interest at the
floating rate of prime plus 1.5% per annum. We make monthly payments of accrued
interest only, with the principal balance due in one lump sum on or before
February 18, 2005. The loan is secured by all of Schoolpop's inventory, chattel
paper, accounts, equipment and general intangibles. We also owe Mr. Scellato
$81,000, which is being paid at the rate of $4,000 per month. See Item 9.
"Certain Relationships and Related Transactions."

We have two separate FUNDever notes payable to an unaffiliated individual. The
first loan was made in April 2003 in the original principal sum of $75,000. This
note bears interest at 2% per month with monthly interest and principal payments
of $3,319 beginning in August 2003. The second loan was made in January 2004 in
the original principal sum of $100,000. This note bears interest at 2% per month
with monthly interest and principal payments of $3,923. Both notes are
unsecured.

In connection with the acquisition of assets from Schoolcash, referenced above,
we issued a $250,000 note payable to the sellers secured by all of FUNDever's
assets. This loan bears interest at the fixed rate of 6% per annum, with monthly
payments of accrued interest, beginning on January 1, 2004, until paid in full.
Principal due under this note is payable in 11 equal monthly installments of
$21,000, beginning on June 1, 2004, and a final payment of $19,000 on May 30,
2005.

                                       15
<PAGE>

In connection with the acquisition of assets from NSC, referred to above, we
agreed to assume leases and a long-term obligation for the accounting software,
which we are in the process of assuming. As of the assumption date, we will owe
54 monthly payments of $3,902 or approximately $210,724 for the accounting
software. The lease costs are not material.

Additionally, as part of the consideration for the acquisition of certain assets
from NSC, we owe NSC approximately $55,000.

In the NSC transaction, we also agreed to pay approximately $1,266,000 to
schools and nonprofits. Our agreement to assume these liabilities contemplated a
continuation of future scrip business. Following the NSC acquisition, we learned
that many of the schools and nonprofits ceased purchasing NSC scrip, while
others purchased only AEIS products. We are currently engaged in discussions
with the schools and nonprofits previously serviced by NSC. We are offering to
provide a credit to the schools and nonprofits in exchange for future business.
We are beginning to see NSC schools and nonprofits resume their full purchase of
our scrip offerings, however, we are uncertain of the full extent to which we
will be successful in this regard. Either way, this will impact our liquidity in
2004.

As discussed in Item 3. "Legal Proceedings," we are engaged in litigation which
can have a material adverse effect upon our future liquidity.
In connection with the acquisition of Schoolpop, the Company is currently a
defendant in a lawsuit with Albertson's. The two parties have orally agreed to
settle this litigation for $300,000.  If we consummate the Albertson's
settlement, we will pay them $20,000 down and the balance of $280,000 at the
rate of $5,000 per month. As part of the terms of the Schoolpop
acquisition, the Company agreed to make contingent earn-out payments to former
Schoolpop stockholders based upon revenue generated from specified schools and
business lines attributed to Schoolpop. A stipulation to the payment of the
earn-out is the Company's ability to offset earn-out payments to former
Schoolpop stockholders for any costs or expenses arising from certain
indemnified events, including the Albertson's litigation. Through the fourth
quarter ended December 2003, we had accrued $58,328 in earn-out payments due
former Schoolpop stockholders, which could be offset with any negotiated
settlement payments to Albertson's and associated litigation costs. The Company
can give no assurances that the revenues generated by the Schoolpop schools and
business lines can be sustained or sufficient in the future to cover our
litigation and settlement costs, which may adversely impact future liquidity and
capital resources.

By December 31, 2005, we will be required to comply with Section 404 of the
Sarbanes-Oxley Act of 2002. We expect to incur material costs in 2005 in meeting
this requirement.

Historically, the Company's largest capital expenditures have been for computer
and networking equipment; software licenses and software development; and the
installation and implementation costs associated with the equipment and
software. Due to the amounts that have been invested by the former management of
the companies that have been acquired, we do not anticipate any material capital
expenditures in the foreseeable future.

                                       16
<PAGE>

OFF-BALANCE SHEET COMMITMENTS

Reference is made to the discussion of acquisitions made by the Company, more
fully described above in Item 1. "Description of Business." Pursuant to the
acquisition agreements, we have entered into three separate earn-out agreements
with the respective sellers which obligate the Company to make payments to the
sellers, based upon a certain percentage of future revenue. Under GAAP, the
payments associated with the earn-outs are recognized as a current period
expense when earned, therefore, no amount will be reflected on the Company's
balance sheet for the earn-out agreements. There are no minimum amounts
associated with the earn-outs, so if the businesses fail to generate any future
revenue, then we would be under no obligation to make any payments to the
sellers.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company's 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 at the date of the financial statements and
revenues and expenses during the period. Future events and their effects cannot
be determined with absolute certainty; therefore, the determination of estimates
requires the exercise of judgment. Actual results inevitably will differ from
those estimates, and such differences may be material to our financial
statements. Management continually evaluates its estimates and assumptions,
which are based on historical experience and other factors that are believed to
be reasonable under the circumstances

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates, including those
related to impairment of long-lived assets, and contingencies and litigation. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions; however,
we believe that our estimates, including those for the above-described items,
are reasonable.

The following critical accounting estimates relate to the financial statements
contained in this Report. They do not necessarily relate to our current
business.

IMPAIRMENT OF LONG-LIVED ASSETS. Our long-lived assets include property and
equipment. We assess impairment of long-lived assets whenever changes or events
indicate that the carrying value may not be recoverable. In performing our
assessment we must make assumptions regarding estimated future cash flows and
other factors to determine the fair value of the respective assets. When these
estimates change we are required to record impairment charges against these
respective assets.

                                       17
<PAGE>

CONTINGENCIES AND LITIGATION. We are party to various claims and legal
proceedings. We record a reserve for these matters when an adverse outcome is
probable and the amount of the potential liability is reasonably estimable.
Although the ultimate outcome of these matters is currently not determinable, we
do not believe that the resolution of these matters will have a material effect
upon our financial condition, results of operations or cash flows.

NEW ACCOUNTING PRONOUNCEMENTS

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. The provisions of SFAS No.
144 are effective for fiscal years beginning after December 15, 2001. Management
has determined the impact of the transition to SFAS No. 144 was not material to
the consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections. This
statement, among other things, eliminates an inconsistency between required
accounting for certain sale-leaseback transactions and provides other technical
corrections. Adoption of this statement did not have a material effect on the
consolidated financial statements of the Company.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This statement addresses accounting and reporting
for costs associated with exit or disposal activities and nullifies EITF Issue
No. 94-3. This statement is effective for exit or disposal costs initiated after
December 31, 2002, with early adoption encouraged. This statement has not yet
been adopted by the Company, and management has not determined the impact of
this statement on the consolidated financial statements of the Company.

In November 2002, the EITF reached a consensus on Issue No. 00-21, "Revenue
Arrangements with Multiple Deliverables." EITF Issue No. 00-21 provides guidance
on how to account for arrangements that involve the delivery or performance of
multiple products, services and/or rights to use assets. The provisions of EITF
Issue No. 00-21 will apply to revenue arrangements entered into in fiscal
periods beginning after June 15, 2003. The Company has not yet determined what
the effects of this Statement will be on its financial position and results of
operations.

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability
be recorded in the guarantor's balance sheet upon issuance of a guarantee. In
addition, FIN 45 requires disclosures about the guarantees that an entity has
issued, including a reconciliation of changes in the entity's product warranty
liabilities. The initial recognition and initial measurement provisions of FIN
45 are applicable on a prospective basis to guarantees issued or modified after


                                       18
<PAGE>

December 31, 2002, irrespective of the guarantor's fiscal year-end. The
disclosure requirements of FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. The adoption of this
Statement did not have a material impact on the consolidated financial
statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation, Transition and Disclosure." SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS No. 148 also requires
that disclosures of the pro forma effect of using the fair value method of
accounting for stock-based employee compensation be displayed more prominently
and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the
pro forma effect in interim financial statements. The transition and annual
disclosure requirements of SFAS No. 148 are effective for fiscal years ended
after December 15, 2002. The interim disclosure requirements are effective for
interim periods beginning after December 15, 2002. The adoption of this
Statement did not have a material impact on the consolidated financial
statements.

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The Company has not yet
determined what the effects of this Statement will be on its financial position
and results of operations

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003 and otherwise shall be effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of this statement did
not have a material impact on the consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, which amends SFAS 133, "Accounting
for Derivative Instruments and Hedging Activities." The primary focus of this
Statement is to amend and clarify financial accounting and reporting for
derivative instruments. This Statement is effective for contracts entered into
or modified after June 30, 2003. The adoption of this statement did not have a
material impact on the consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to our strategy
including the consummation of additional acquisitions, modifications to the NSC
and the AEIS agreements, our future scrip revenue, outcome of our pending


                                       19
<PAGE>

litigation, our achieving positive cash flow and obtaining future financing .
Additionally words such as "seek," "intend," "believe," "plan," "estimate,"
"expect," "anticipate" and other similar expressions are forward-looking
statements within the meaning of the Act. Some or all of the results anticipated
by these forward-looking statements may not occur. Forward-looking statements
involve known and unknown risks and uncertainties, both general and specific to
the matters discussed in this press release. Factors that could cause or
contribute to such differences include, but are not limited to, raising of
additional capital, the future price of our stock, the Company's ability to
integrate its technology into its business model, its ability to manage its
anticipated growth, resolving contractual issues and its ability to maintain its
intellectual property. Further information on the Company's risk factors is or
will be contained in the Company's other filings with the Securities and
Exchange Commission.

RISK FACTORS RELATING TO OUR BUSINESS AND OUR COMMON STOCK

Investing in our common stock involves a high degree of risk. These risk factors
include the following as well as those contained above.

         SINCE WE EXPECT TO INCUR EXPENSES IN EXCESS OF REVENUES FOR THE NEAR
FUTURE, WE MAY NOT BECOME PROFITABLE AND YOUR INVESTMENT MAY BE LOST.

We expect to incur losses at least until the fourth quarter of 2004. We have
never had net income for any fiscal year and may never be profitable, or, if we
become profitable, we may be unable to sustain profitability. As a result, your
investment in our securities may be lost.

         IF WE FAIL TO NEGOTIATE A SATISFACTORY EXTENSION OF OUR SCRIP PROGRAM
WITH AEIS, OUR REVENUE AND FUTURE RESULTS OF OPERATIONS MAY BE MATERIALLY AND
ADVERSELY AFFECTED.

We anticipate that approximately 69% of our 2004 revenue will come from our
sales of AEIS scrip, although our goal is to reduce our AEIS scrip revenue to
approximately 50% by year end. While we are currently engaged in negotiations to
extend our agreement with AEIS, which expires May 14, 2004, we can give you no
assurances that it will be extended on favorable terms. If it is not, our
anticipated 2004 revenue may be substantially less than anticipated and our
results of operations may be materially and adversely affected.

         IF WE FAIL TO RAISE ADDITIONAL CAPITAL, WE MAY NOT BE ABLE TO SUSTAIN
OUR CURRENT OPERATIONS.

We are seeking to raise up to $3,000,000 to maintain our relationship with AEIS,
for working capital purposes and to meet our existing financial commitments in
order to sustain current operations. If we are unable to raise sufficient funds,
we may not maintain our relationship with AEIS or the exclusivity of that
relationship. Additionally, depending upon resolution of existing litigation and
our resolution of liabilities we agreed to assume from NSC and other claims
asserted by NSC creditors, without raising sufficient capital we may reduce
operations and your investment in our securities may be lost.

                                       20
<PAGE>

         A SIGNIFICANT PORTION OF OUR GROWTH HAS COME FROM ACQUISITIONS, AND WE
PLAN TO MAKE MORE ACQUISITIONS IN THE FUTURE AS PART OF OUR CONTINUING GROWTH
STRATEGY. THIS GROWTH STRATEGY SUBJECTS US TO NUMEROUS RISKS.

Our business strategy relies heavily on acquiring complementary business.
Acquisitions require significant capital resources and divert management's
attention from our existing business. Acquisitions also entail an inherent risk
that we could become subject to contingent or other liabilities, including
liabilities arising from events or conduct pre-dating our acquisition of a
business that were not known to us at the time of acquisition. We may also incur
significantly greater expenditures in integrating an acquired business than we
had anticipated at the time of its purchase. In addition, acquisitions may
create unanticipated tax and accounting problems, including the possibility that
we might be required to write-off goodwill which we have paid for in connection
with an acquisition. Additionally, we have not retained senior management from
companies we acquired, which may create difficulties in retaining business
relationships. Our failure to successfully accomplish future acquisitions or to
manage and integrate completed or future acquisitions could have a material
adverse effect on our business, financial condition or results of operations. We
cannot assure you that:

         o        We will identify suitable acquisition candidates;

         o        We can consummate acquisitions on acceptable terms;

         o        We can successfully integrate any acquired business into our
                  operations or successfully manage the operations of any
                  acquired business; or

         o        We will be able to retain an acquired company's significant
                  client relationships, goodwill and key personnel or otherwise
                  realize the intended benefits of any acquisition.

         FUNDEVER HAS GROWN RAPIDLY SINCE 2003, AND ITS GROWTH HAS PLACED, AND
IS EXPECTED TO CONTINUE TO PLACE, SIGNIFICANT DEMANDS ON US.

Beginning in 2003, FUNDever has grown rapidly through acquisitions and is
looking to complete additional acquisitions. Businesses that grow rapidly often
have difficulty managing their growth. This rapid growth has placed and is
expected to continue to place significant demands on our management, on our
accounting, financial, information and other systems and on our business.
Although we have expanded our management, we need to continue recruiting and
employing experienced executives and key employees capable of providing the
necessary support. In addition, we will need to continue to improve our
financial, accounting, information and other systems in order to effectively
manage our growth, particularly with the requirement to comply with Section 404
of the Sarbanes-Oxley Act of 2002 by December 31, 2005. We cannot assure you
that our management will be able to manage our growth effectively or
successfully, or that our financial, accounting, information or other systems
will be able to successfully accommodate our growth. Our failure to meet these
challenges could materially impair our business.

                                       21
<PAGE>

         WE HAVE INCURRED SUBSTANTIAL LOSSES AND EXPECT TO CONTINUE TO INCUR
LOSSES. WE WILL NOT BE SUCCESSFUL UNLESS WE REVERSE THIS TREND.

We have incurred losses in every year since our inception. As of December 31,
2003, we had a retained earnings deficit of $31,213,534 without including the
historical losses of FUNDever. Although we expect to generate positive cash flow
from operations in the fourth quarter of 2004, there are no assurances we will
meet this expectation. Unless we generate profitable operations, we may not be
successful and your investment could be impaired.

         OUR OPERATING RESULTS CAN BE EXPECTED TO FLUCTUATE FROM PERIOD TO
PERIOD.

Our business is seasonal and our operating results can be expected to fluctuate
from period to period. In 2004, we anticipate that the fourth quarter will
reflect our seasonality from our business as consumers purchase goods and
services for the holiday season. It is anticipated that 44% of our revenues will
be generated in the fourth quarter. Additionally, we expect that our revenue may
be lower in the summer months. Our varying periodic results may cause the drop
of our common stock price if investors react to our reporting operating results
which are less favorable than in a prior period or than those anticipated by
investors or the financial community generally.

         ANY LIABILITY AS WELL AS LITIGATION COSTS RELATED TO THE ONGOING
LITIGATION INSTITUTED BOTH BY AND AGAINST US COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

We are involved in litigation. In one lawsuit, we have filed a lawsuit against a
company claiming patent infringement, and the defendant has responded by filing
counterclaims against us. The cost of patent litigation is significant, and the
potential recovery by either us or the defendant is uncertain. In addition, a
default judgment has been entered against a non-operating subsidiary of the
Company which we believe became inactive on or about 1999. The potential
litigation costs and liability of this judgment are uncertain, although we
believe there is no liability. We are also a defendant in lawsuits brought by
creditors of NSC. Any liability as well as litigation costs related to the
ongoing litigation instituted both by and against us could have a material
adverse effect on our results of operations and financial condition.

         AN AUDIT OF OUR STATE TAX RETURNS COULD RESULT IN TAX LIABILITY WHICH
COULD MATERIALLY HARM THE COMPANY.

One state is currently conducting an audit of tax returns filed by the Company
and each of its subsidiaries other than those acquired in the FUNDever merger.
The outcome of these audits is uncertain. Any taxes, interest and penalties
assessed could be material.

         IF WE LOSE THE SERVICES OF OUR KEY PERSONNEL OR ARE UNABLE TO ATTRACT
QUALIFIED STAFF, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

Our success is dependent upon the performance, contributions and expertise of
our senior management team, including, among others, Paul Robinson, Mickey
Freeman, Stephen Avalone, Curtis Ramsey and Andrew Schulz. We also depend on our
ability to attract and retain qualified management, professional and operating


                                       22
<PAGE>

staff. Our loss of the services of any of the members of senior management, or
any other key executive, or our inability to continue to attract and retain
qualified personnel, could have a material adverse effect on our business.

         WE ARE CONTROLLED BY OUR MANAGEMENT, WHICH MEANS THAT OUR MANAGEMENT
MAY STOP A THIRD PARTY FROM ACQUIRING US EVEN IF IT IS IN THE BEST INTEREST OF
OUR STOCKHOLDERS.

Our management controls approximately 43% of our outstanding common stock. As a
result, they may be able to exercise control over all matters requiring
stockholder approval including the election of directors and approval of
significant corporate transactions. Additionally, their voting control can have
the effect of delaying or preventing a change of control, which may be
beneficial to our stockholders.

         WE MAY ISSUE COMMON OR PREFERRED STOCK WITHOUT THE APPROVAL OF OUR
STOCKHOLDERS WITH FEATURES WHICH COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY
TO ACQUIRE US AND COULD DEPRESS OUR STOCK PRICE.

In the future, our board of directors may issue one or more series of common or
preferred stock that has more than one vote per share without a vote of our
stockholders. This could permit our board of directors to issue preferred stock
to investors who support our management and increase control of our business by
management. Additionally, issuance of super voting common or preferred stock
could block an acquisition, even if an acquisition is in the best interest of
the stockholders. This could cause the market price of our common stock to drop
significantly.

         ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND UNDER DELAWARE
LAW MAY MAKE AN ACQUISITION OF US, WHICH MAY BE BENEFICIAL TO OUR STOCKHOLDERS,
MORE DIFFICULT, WHICH COULD DEPRESS OUR STOCK PRICE.

We are incorporated in Delaware. Certain anti-takeover provisions of Delaware
law and our charter documents, as currently in effect, may make a change in
control of our company more difficult, even if a change in control would be
beneficial to the stockholders. Our charter documents provide that our board of
directors may issue, without a vote of our stockholders, one or more series of
preferred stock that has more than one vote per share. This could permit our
board of directors to issue preferred stock to investors who support our
management and give effective control of our business to our management.
Additionally, issuance of preferred stock could block an acquisition resulting
in both a drop in the price of our common stock and a decline in interest in the
stock, which could make it more difficult for stockholders to sell their shares.
This could cause the market price of our common stock to drop significantly,
even if our business is performing well. Our bylaws also limit who may call a
special meeting of stockholders and establish advance notice requirements for
nomination for election to the board of directors or for proposing matters that
can be acted upon at stockholder meetings. Delaware law also prohibits
corporations from engaging in a business combination with any holders of 15% or
more of their capital stock until the holder has held the stock for three years
unless, among other possibilities, the board of directors approves the
transaction. Our board of directors may use these provisions to prevent changes
in the management and control of our company. Also, under applicable Delaware
law, our board of directors may adopt additional anti-takeover measures in the
future.

                                       23
<PAGE>

         SINCE OUR COMMON STOCK IS SUBJECT TO THE PENNY STOCK RULES, YOU MAY
EXPERIENCE SUBSTANTIAL DIFFICULTY IN SELLING THEM.

The SEC has established penny stock rules, which restrict the ability of brokers
to solicit the sale of certain securities of companies whose assets, revenues,
and/or stock prices fall below minimal thresholds. Since we are subject to these
rules, our common stock is deemed a "penny stock." The penny stock rules limit
the ability of a broker to solicit purchasers which reduces liquidity. They also
generally require a broker to deliver a standardized risk disclosure document
prior to a transaction in a penny stock. The broker must also provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. These additional requirements may hinder your ability to sell your
common stock.

         BECAUSE OUR COMMON STOCK WILL NOT BE LISTED ON A STOCK EXCHANGE OR
NASDAQ, INVESTORS MAY BE UNABLE TO RESELL THEIR SHARES.

Our common stock trades on the Over-the-Counter Bulletin Board. The Bulletin
Board is not liquid and trading is limited. This may hinder your ability to sell
your common stock. Accordingly, investors must be able to bear the financial
risk of losing their entire investment. Additionally, our common stock has been
volatile in the past and may be volatile in the future.

         IF WE ARE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, THE FUTURE
VALUE OF OUR INTELLECTUAL PROPERTY WILL BE IMPAIRED.

We have been issued three patents covering our interactive system for
investigating products on a network and for linking billboards and signage to
global information networks. We also have several patents pending. We expect to
rely upon the validity of the patents and trade secrets issued once wireless
Internet access technology becomes more widely accepted. The loss of the patents
could reduce the value of the related products and any related competitive
advantage. Our competitors in this area may also be able to design around our
patents and to compete effectively with our products. Also, third parties may
allege that our products infringe their patents or otherwise violate their
intellectual property rights, leading to our loss of sales from those products.
In addition, the cost to prosecute infringements of our patents or the cost to
defend our products against patent infringement or other intellectual property
litigation by others could be substantial. We cannot assure you that:

         o        Pending patent applications will result in issued patents;

         o        Patents will not be challenged by competitors;

         o        The patents will be found to be valid or sufficiently broad to
                  protect our technology or provide us with a competitive
                  advantage; or

                                       24
<PAGE>

         o        We will be successful in defending against pending or future
                  patent infringement claims asserted against our products.

            SINCE WE INTEND TO RETAIN ANY EARNINGS FOR DEVELOPMENT OF OUR
BUSINESS FOR THE FORESEEABLE FUTURE, YOU WILL LIKELY NOT RECEIVE ANY DIVIDENDS.

We do not intend to pay dividends in the foreseeable future (except for a
possible dividend payable to stockholders of record as of February 17, 2004
required as part of the FUNDever merger), as we intend to retain any earnings
for development and expansion of our business operations. As a result, you will
not receive any dividends on your investment for an indefinite period of time.

ITEM 7. FINANCIAL STATEMENTS.

See pages F-1 through F-20 beginning after page 37.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

We have had no change in, or disagreements with, our principal independent
accountant during our last two fiscal years.

ITEM 8A.  CONTROLS AND PROCEDURES.

We carried out an evaluation required by Rule 13a-15(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer, of the effectiveness of the design and operation of our
"disclosure controls and procedures." Although we are required to determine such
effectiveness as of the end of the period covered by this Report, the subsequent
FUNDever reverse merger and change in management caused us to make the
evaluation immediately prior to the filing of this Report.

Disclosure controls and procedures are designed with the objective of ensuring
that (i) information required to be disclosed in an issuer's reports filed under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms and (ii) information is accumulated
and communicated to management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosures.

The evaluation of our disclosure controls and procedures included a review of
our objectives and processes and effect on the information generated for use in
this Report. This type of evaluation will be done quarterly so that the
conclusions concerning the effectiveness of these controls can be reported in
our periodic reports filed with the SEC. We intend to maintain these controls as
processes that may be appropriately modified as circumstances warrant.

                                       25
<PAGE>

Based on their evaluation, our chief executive officer and chief financial
officer have concluded that our disclosure controls and procedures are effective
in alerting them in a timely manner to material information relating to
BarPoint.com, Inc. that is required to be included in our periodic reports filed
with the SEC as of the filing of this Report. There were no changes in our
internal control over financial reporting that occurred during our last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting. However, a control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Management necessarily applied its judgment in assessing the benefits of
controls relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the company have been
detected. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. Because of the inherent limitations
in a control system, misstatements due to error or fraud may occur and may not
be detected.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following contains information, including the name and age of the persons
who are the directors and the executive officers of the Company. The executive
officers of the Company are elected annually by the board of directors. The
directors serve one year terms until their successors are elected. The executive
officers serve terms of one year or until their death, resignation or removal by
the board of directors. Unless described below, there are no family
relationships among any of the directors and officers. DIRECTORS AND EXECUTIVE
OFFICERS

Name                      Age        Position(s)
----                      ---        -----------

Paul Robinson              45         Chief executive officer, treasurer, and
                                      chairman of the board of directors

Mickey Freeman             38         President

Curtis T. Ramsey           38         Chief financial officer

Andrew Schulz              37         Chief technology officer

Stephen Avalone            35         Chief marketing officer, secretary and
                                      director

Robert A. Scellato         63         Director

Leigh M. Rothschild        52         Director

                                       26
<PAGE>

Paul Robinson became chief executive officer, treasurer and chairman of the
board of directors of the Company upon consummation of the merger on February
18, 2004. Mr. Robinson has been chief executive officer and chairman of the
board of directors of FUNDever since it commenced operations in April 2002. From
June 1, 1999 through February 28, 2002, Mr. Robinson was president of Netbytel,
Inc. From January 1, 1998 through May 31, 1999, Mr. Robinson was president of
Wholesell.com.

Mickey Freeman became president of the Company upon consummation of the merger.
He has been president and chief operating officer of FUNDever since September
2002 and a director of FUNDever since January 2003. From May 2001 through July
2002, he was executive vice president and chief marketing officer of Shoptalk,
Inc. From April 1999 through December 2000, he served with HotOffice, Inc. in
multiple capacities, including acting chief operating officer and senior vice
president, marketing and sales. From June 1992 through March 1999, Mr. Freeman
served in multiple marketing, brand management and strategic planning capacities
for Sprint Corp., a leading telecommunications provider. His last position was
as director of marketing, Sprint Wholesale.

Stephen Avalone became chief marketing officer and secretary of the Company upon
consummation of the merger and became a director on April 11, 2004. He has been
chief marketing officer and a member of FUNDever's board of directors since it
commenced operations in April 2002 and secretary since January 15, 2003. From
January 2000 through January 2002, Mr. Avalone was vice president, marketing,
for Netbytel. From January 1998 through January 2000, Mr. Avalone was director
of marketing, public relations and product management for Allen System Group.

Curtis T. Ramsey became chief financial officer of the Company upon the closing
of the merger and of FUNDever effective on February 2, 2004. From September 2001
through December 2003, Mr. Ramsey was employed by GF Health Products, Inc. as
director-finance and treasurer. From May 2001 to September 2001, Mr. Ramsey was
vice president and chief financial officer of I-Tel Networks, Inc. Previously,
from December 1999 through October 2000, Mr. Ramsey served as chief financial
officer of Metro USA, Inc. From March 1999 to December 1999, Mr. Ramsey was vice
president and chief financial officer of Today.com, Inc.

Andrew Schulz became chief technology officer of the Company upon the closing of
the merger. He joined FUNDever in August 2003 as chief technology officer. From
September 2000 through July 2003, Mr. Schulz was employed by Schoolpop, Inc. as
director of engineering. He continued his duties with Schoolpop upon its
acquisition by FUNDever in August 2003. In May 2000 through September 2000, Mr.
Schulz was unemployed. From July 1999 through April 2000, Mr. Schulz was chief
technology officer of Overseas Systems, LLC.

Robert A. Scellato became a director of the Company on April 11, 2004. He has
been a director of FUNDever since June 2003. For more than the past five years,
he has been self-employed through Scellato Farms, which operates a farm in
Indiana through Scellato Farms, LLC and through entities he also controls the
operations of two farms located in Australia. Additionally, for more than the
past five years, Mr. Scellato has been a private investor.

                                       27
<PAGE>

Leigh M. Rothschild founded BarPoint.com, Inc. in October 1998 and was its
chairman of the board until the closing of the merger, at which time he remained
as a director. He also was BarPoint.com, Inc.'s chief executive officer through
2001. Mr. Rothschild is a former presidential appointee to the High-Resolution
Board for the United States under former President George W. Bush. He has served
two Florida governors on technology boards and served as a special advisor to
the then Florida Secretary of Commerce, now Governor, Jeb Bush. He has been
president of Zeos Entertainment, Inc., a company he formed subsequent to the
merger in February 2004.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Company's directors and executive
officers and persons who own more than 10 percent of a registered class of the
Company's equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than 10 percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon a review of Forms 3, 4 and 5 supplied
to the Company, except for the filings listed in the table below, none of the
officers, directors or 10 percent stockholders of the Company were delinquent in
any necessary filings under Section 16(a).

NAME                 FORM        DATE OF EVENT             EXPLANATION
----                 ----        -------------             -----------

Jay Linn Howard      Form 4      June 3, 2003       Filed late on July 9, 2003
David W. Sass        Form 4      June 3, 2003       Filed late on July 19, 2003

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

The board of directors does not have an audit committee, nominating committee or
compensation committee or any committees performing similar functions. In the
near future, the Company intends to establish audit, compensation and nominating
committees and adopt such other corporate governance functions as it believes
appropriate and necessary for the protection of investors. We expect that each
committee will have a majority of independent directors.

Although the Company does not currently have a process for security holders to
send communications to the board of directors, the Company believes that such
communication is an important corporate governance step and it intends to
implement such a process as soon as practicable.

NOMINATING COMMITTEE

The Company currently has no independent directors as the term "independent" is
defined by the rules of the Nasdaq Stock Market. Mr. Rothschild is not
considered independent because he was an employee of the Company during the past
three years and Mr. Scellato is not independent due to significant business


                                       28
<PAGE>

relationships with the Company. The Company intends to form a nominating
committee in the near future and appoint the two future designees to it. At that
time, it will adopt a nominating committee charter. At this time, the Company
does not have any policy with regard to the consideration of any director
candidates recommended by security holders. The Company believes that the
establishment of such a policy is within the purview of a nominating committee.
Similarly, the Company does not have any specific qualifications for membership
on the nominating committee or for a nominee to the board of directors at this
time, although it expects that the nominating committee may implement such
policies in the future and it is for this reason that the Company does not know
whether there will be any difference in the manner in which the nominating
committee will evaluate nominees to be a director based on whether the nominee
is recommended by a security holder or otherwise. The directors listed above
represent persons selected by FUNDever as part of the merger agreement with the
Company and negotiated with prior management of the Company. At this time, the
Company does not pay a fee to any third party to identify or evaluate or assist
in identifying or evaluating potential nominees to the board of directors. The
Company has not received any requests from any security holder recommending any
nominees to its board of directors.

CODE OF ETHICS

The Company has adopted codes of ethics and business conduct.

ITEM 10. EXECUTIVE COMPENSATION

Through their employment agreements with FUNDever, which were assigned to the
Company at closing and expire on December 31, 2004, Mr. Robinson receives an
annual salary of $200,000 per year, Mr. Freeman $175,000 per year, and Mr.
Avalone $140,000 per year. Each of these officers also receives a $750 per month
automobile allowance and reimbursement for 90% of their health insurance
premiums. Upon termination or non renewal of their agreements (except for
cause), Messrs. Robinson and Avalone are entitled to one-year's severance and
Mr. Freeman three month's severance. Additionally, Mr. Ramsey receives a salary
at the annual rate of $125,000 and is entitled to three months severance if
dismissed without cause. He also received 950,000 stock options exercisable at
$0.15 per share which vest over three years (subject to continued employment)
with the first vesting date in 2005. Mr. Schulz receives an annual salary of
$150,000 a year. In addition, he received a grant of stock options from FUNDever
which converted to 832,337 options exercisable at $0.0865 per share. Of these
options, 25% vest in July 2004 and the balance vest at the rate of 6.25% per
quarter.

Except for the employment agreements described above, the Company does not pay
any compensation to its officers.

                           SUMMARY COMPENSATION TABLE
                           --------------------------

ANNUAL COMPENSATION

The following table sets forth the compensation paid during each of the three
years ended December 31, 2003 to our former chief executive officer and our
other executive officers whose total salary and bonus in our fiscal year ended


                                       29
<PAGE>

December 31, 2003 exceeded $100,000. It is included because it is required by an
SEC rule, although it does not list compensation of our new management since
none was paid by us.
<TABLE>
<CAPTION>

                                                                       Annual Compensation
                                                                    ----------------------------
                                           Fiscal                                  Other Annual
Name and Principal Position                Year       Salary        Bonus          Compensation
---------------------------                ----       ------        -----          ------------
<S>                                        <C>        <C>             <C>              <C>
Leigh M. Rothschild                        2003       $350,000        $0               $0
  Chairman                                 2002       $340,770        $0               $0
   of the Board                            2001       $351,923        $0               $0


Jeffrey W. Sass1                           2003       $299,999        $0               $0
   President, Chief Executive Officer      2002       $295,153        $0               $0
   and Secretary (Principal Executive      2001       $296,539        $0               $0
   Officer)


Jeffrey Benjamin                           2003       $115,000        $0               $0
    Chief Financial Officer                2002       $115,885        $0               $0
    (Principal Accounting Officer)         2001       $106,538        $0               $0
</TABLE>

STOCK OPTIONS

No stock options were granted to or exercised by any of the named executive
officers during the last completed fiscal year.

During 2003, the Company did not adjust or amend the exercise price of any stock
options previously awarded to any of the named executive officers, whether
through amendment, cancellation or replacement grants, or any other means.

COMPENSATION OF OUR DIRECTORS

The Company expects to compensate its non-employee directors, which will consist
of four people, with stock options, the amount of which has not been determined.

OPTION/SAR GRANTS IN FISCAL 2003

The Company did not grant any options or SARs in 2003.

CHANGE IN CONTROL AGREEMENTS

In March 2000, we entered into employment agreements with Messrs. Leigh
Rothschild and Jeffrey Sass. These agreements terminated as part of the merger.

------------
(1) Mr. Sass was chief executive officer in 2002 and 2003.

                                       30
<PAGE>

In May 2001, we entered into change in control agreements with a number of
persons including Messrs. Leigh Rothschild, Jeffrey Sass, and Jeffrey Benjamin
who were executive officers and directors prior to the merger. Mr. Rothschild
remains a director.

As a result of the merger, we paid $1,056,366 to four of these persons,
including $420,376 paid to Mr. Rothschild, who remains as a director.

EQUITY INCENTIVE PLAN.

We have in effect the Equity Incentive Plan. The purpose of the Equity Incentive
Plan is to provide an additional incentive to attract and retain qualified
competent persons who provide services and upon whose efforts and judgment our
success is largely dependent, through the encouragement of stock ownership in
our company by such persons. The terms of the Equity Incentive Plan provide for
grants of stock options, restricted stock, stock appreciation rights, and other
stock-related awards and performance or annual incentive awards, collectively
referred to as Awards. The Equity Incentive Plan is currently administered by
our board of directors.

Shares Available for Awards; Per-Person Limitations. An aggregate of 4,500,000
shares of common stock are reserved for issuance with respect to Awards granted
under the Equity Incentive Plan. If any Award granted under the Equity Incentive
Plan should expire or terminate for any reason other than having been exercised
and/or paid in full, the shares subject to that Award will again be available
for purposes of the Equity Incentive Plan.

Our board of directors (or compensation committee) is authorized to adjust the
limitations described in the preceding paragraph and is authorized to adjust
outstanding Awards (including adjustments to exercise prices of options and
other affected terms of Awards) in the event that a dividend or other
distribution, liquidation, sale of substantially all of the assets of the
Company, recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange or other
similar corporate transaction or event affects the common stock so that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of participants. The board of directors is also authorized to adjust
performance conditions and other terms of Awards in response to these kinds of
events or in response to changes in applicable laws, regulations or accounting
principles.

As of April 10, 2004, options to purchase 3,121,186 shares were outstanding
under the Equity Incentive Plan.

Eligibility. The persons eligible to receive Awards are our officers, directors,
employees and independent contractors, except only employees are eligible to
receive incentive stock options. An employee on leave of absence may be
considered as still in our employ or in the employ of a subsidiary for purposes
of eligibility for participation in the Equity Incentive Plan.

                                       31
<PAGE>

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

The following table sets forth, as of April 10, 2004, certain information with
respect to the Company's equity securities owned of record or beneficially by
(i) each executive officer and director of the Company; (ii) each person who
owns beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
                                                                                                  Percent
                           Name and Address of                        Amount and Nature of          of
Title of Class             Beneficial Owner(1)                        Beneficial Ownership      Voting Power(2)
--------------             -------------------                        --------------------      ---------------
<S>                        <C>                                             <C>                       <C>
Common Stock               Robert A. Scellato                              21,381,825                22.5%
                           4730 North 500 West
                           Bargersville, IN 46106

Common Stock               Paul Robinson                                    6,984,710                 7.4%
                           3100 Five Forks Trickum Road
                           Suite 401
                           Lilburn, GA 30047

Common Stock               Stephen Avalone                                  6,559,281                 6.9%
                           3100 Five Forks Trickum Road
                           Suite 401
                           Lilburn, GA 30047

Common Stock               Mickey Freeman                                   5,855,263                 6.2%
                           3100 Five Forks Trickum Road
                           Suite 401
                           Lilburn, GA 30047


Common Stock               Curtis T. Ramsey                                         0(3)                0%
                           3100 Five Forks Trickum Road
                           Suite 401
                           Lilburn, GA 30047

Common Stock               Andrew Schulz                                            0(4)                0%
                           923 Hamilton Avenue
                           Menlo Park, CA 94025

Common Stock and           Leigh M. Rothschild                              7,775,934(5)              8.1%
Preferred Stock            3100 Five Forks Trickum Road
                           Suite 401
                           Lilburn, GA 30047

All executive officers                                                     48,557,013(3),(4),(5)     50.3%
and directors (including
designees) as a group (7
persons)
</TABLE>

                                       32
<PAGE>

(1)      Beneficial ownership has been determined in accordance with Rule 13d-3
         under the Exchange Act and unless otherwise indicated, represents
         securities for which the beneficial owner has sole voting investment
         power or has the power to acquire such beneficial ownership within 60
         days.

(2)      Based upon the total voting power of both common stock and the Series A
         Preferred Stock which vote together as one class.

(3)      Does not include options to purchase 950,000 shares of common stock
         exercisable at $0.15 per share received by Mr. Ramsey as an inducement
         to his employment with FUNDever. The options vest subject to continued
         employment over a three-year period with the first vesting date in
         2005.

(4)      Does not include 832,337 options exercisable at $0.0865 per share which
         are unvested. The options vest at the rate of 25% (or 202,304) in July
         2004 subject to continued employment and the balance at the rate of
         6.25% per quarter subject to continued employment.

(5)      Includes 5,749,892 shares of common stock beneficially owned by an
         irrevocable trust, of which Mr. Rothschild is a beneficiary, 975,450
         shares of common stock exercisable upon exercise of vested options held
         by Mr. Rothschild and the trust and 671,766 votes as the result of the
         ownership of preferred stock which votes together with common stock as
         one class, although the Series A Preferred Stock is not convertible
         into common stock. Classes I and II of Series A Preferred Stock lose
         their voting rights five years after they were issued (after June 7,
         2004), and only the voting rights of Class III will remain after June
         7, 2004. After such date, the votes attributable to the Series A
         Preferred Stock will be reduced from 671,766 to 346,766.


                                       33
<PAGE>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
<TABLE>
<CAPTION>

                                 EQUITY COMPENSATION PLAN INFORMATION
                                                                                NUMBER OF SECURITIES
                                                                               REMAINING AVAILABLE FOR
                                                                                FUTURE ISSUANCE UNDER
                            NUMBER OF SECURITIES TO      WEIGHTED-AVERAGE        EQUITY COMPENSATION
                            BE ISSUED UPON EXERCISE     EXERCISE PRICE OF         PLANS (EXCLUDING
                            OF OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,    SECURITIES REFLECTED IN
                              WARRANTS AND RIGHTS      WARRANTS AND RIGHTS           COLUMN (A))
      PLAN CATEGORY                   (A)                      (B)                       (C)
-------------------------   ---------------------      -------------------     ------------------------
<S>                               <C>                                                 <C>
Equity compensation plans
approved by security
holders                            3,121,186                                          1,378,814
Equity compensation plans
not approved by security
holders                            1,735,457                                              0
                                   ---------                                          ---------
          TOTAL                    4,856,643                                          1,318,814
                                   =========                                          =========
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The law firm of McLaughlin & Stern, LLP of which David Sass, one of our former
board members is a principal, received legal fees of approximately $8,200 for
the year ended December 31, 2002.

In connection with the closing and the merger, the Company elected not to retain
existing management. As a result, its former officers received payments under
change of control agreements of $1,056,366 directly from the Company, including
Mr. Rothschild, who received $420,376. The severance agreements required the
Company to continue employing its officers for one year following a change of
control. The amendment of the severance agreements provided for lump sum
payments in exchange for immediate termination of employment. Mr. Rothschild is
the beneficial owner of approximately 8.1% of our common stock and, directly and
through a trust, received $294,210 and 382,899 shares of common stock from the
dividends paid to stockholders of record as of February 17, 2004. These
severance agreements and amendments were executed by prior management before the
merger and were not approved by our current management.

The following information relates to transactions between FUNDever and the
Company's new officers and directors. Messrs. Robinson and Avalone own
approximately 40% and 20% interest, respectively, of Your Auction Stop, which
provides services to Schoolpop. Because the former board of directors required
FUNDever to extend its lines of credit which had been guaranteed by the FUNDever
officers and in order to expedite the merger closing, Mr. Robert Scellato paid
one of the prior lines of credits and lent Schoolpop $1,000,200. This loan is
payable monthly with interest at 1.5% over the prime rate and has a maturity
date of February 17, 2005. Each of Messrs. Paul Robinson, Mickey Freeman, and
Stephen Avalone are guarantors of this loan. In addition, Messrs. Robinson,
Freeman, Avalone and Scellato remain guarantors on a $430,000 line of credit to


                                       34
<PAGE>

Schoolpop which was originally with FUNDever. This loan has been extended to May
31, 2005. Mr. Scellato lent FUNDever $550,100 in 2002 and 2003, without
interest.  $295,100 of the outstanding principal was converted to FUNDever
common stock prior to the merger between the Company and FUNDever.  $44,000 was
repaid in 2004.  The current balance due of $81,000 is being paid in monthly
installments of $4,000.
                                       35
<PAGE>

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

         (a) EXHIBIT INDEX

Exhibit Number   Description

2.       Agreement and Plan of Merger (1)
3.1      Form of Amended and Restated Certificate of Incorporation (2)
3.2      Amended and Restated Bylaws (2)
10.1     Equity Incentive Plan (3)
10.2     Employment Agreement with Paul Robinson
10.3     Employment Agreement with Mickey Freeman
10.4     Employment Agreement with Curtis T. Ramsey
10.5     Employment Agreement with Andrew Schulz
10.6     Employment Agreement with Stephen Avalone
10.7     Schoolpop, Inc. Merger Agreement
10.8     Amendment to Schoolpop, Inc. Merger Agreement
21       Subsidiaries
23.1     Consent of Kaufman, Rossin & Co., P.A.
31.1     CEO certification required under Section 302 of the Sarbanes-Oxley
         Act of 2002
31.2     CFO certification required under Section 302 of the Sarbanes-Oxley
         Act of 2002
32.1     CEO certification required under Section 906 of the Sarbanes-Oxley
         Act of 2002
32.2     CFO certification required under Section 906 of the Sarbanes-Oxley
         Act of 2002

(1)      Contained in Form 8-K filed on February 11, 2004.

(2)      Contained in Form 8-K filed on March 4, 2004.

(3)      Contained in Form S-8 filed on December 18, 2000.

(b) No Reports on Form 8-K were filed during the last quarter of the period
covered by this Report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed for professional services rendered by our principal
independent accountants for the audit of our annual financial statements and
review of our financial statements included in our Forms 10-QSB for the year
ended December 31, 2003 were $40,000 as compared to $53,000 for the year ended
December 31, 2002.

                                       36
<PAGE>

AUDIT-RELATED FEES

We incurred $9,975 and $16,402 in audit related fees during the fiscal years
ended December 31, 2003 and 2002, respectively.

TAX FEES

Our principal independent accountants billed us $10,000 for tax services for the
year ended 2003 and $9,000 for the year ended in 2002.

ALL OTHER FEES

Our principal independent accountants did not perform any other services for us
during the fiscal years ended December 31, 2002 or 2003.

We have not adopted audit committee pre-approval policies and procedures.


                                       37
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized this 14th day of April 2004.


                                 BARPOINT.COM, INC.


                                 By: /s/ Paul Robinson
                                     --------------------
                                      Paul Robinson, Chief Executive Officer

In accordance with 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>

SIGNATURES                               TITLE                                          DATE
----------                               -----                                          ----
<S>                                      <C>                                            <C>
/s/ Paul Robinson                        Chairman of the Board of Directors and
-----------------
Paul Robinson                            Principal Accounting Officer                   April 14, 2004

/s/ Curtis T. Ramsey
Curtis T. Ramsey                         Chief Financial Officer                        April 14, 2004

/s/ Stephen Avalone                      Director                                       April 14, 2004
-------------------
Stephen Avalone

/s/ Robert Scellato                      Director                                       April 14, 2004
-------------------
Robert Scellato

                                         Director                                       April   , 2004
-----------------------
Leigh M. Rothschild
</TABLE>

                                       38
<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, 2003 and 2002....................................            F-3

     Consolidated Statements of Operations for the Year Ended December 31, 2003, the Year Ended
     December 31, 2002, and for the period from October 1, 1998 (date of inception) through December
     31, 2003........................................................................................            F-4

     Consolidated Statements of Stockholders' Equity for the Year Ended December 31, 2003, the Year
     Ended December 31, 2002 and for the period from October 1, 1998 (date of inception) through
     December 31, 2003...............................................................................         F-5 - F-8

     Consolidated Statements of Cash Flows for the Year Ended December 31, 2003,  the Year Ended
     December 31, 2002 and for the period from October 1, 1998 (date of inception) through December 31,
     2003............................................................................................        F-9 - F-11

     Notes To Consolidated Financial Statements......................................................        F-12 - F-22
</TABLE>

                                      F-1

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of BarPoint.com, Inc.

We have audited the accompanying consolidated balance sheets of BarPoint.com,
Inc. and subsidiaries as of December 31, 2003 and 2002 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended and for the period from October 1, 1998 (date of inception)
through December 31, 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. The
Company's consolidated financial statements for the period from October 1, 1999
through December 31, 2001 were audited by other auditors whose report, dated
March 19, 2002, expressed an unqualified opinion on those statements. 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. Our opinion, insofar as it relates to the amounts
included for such prior periods, is based solely on the reports 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 audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 reports of other auditors, the
consolidated financial statements present fairly, in all material respects, the
financial position of BarPoint.com, Inc. and subsidiaries as of December 31,
2003 and 2002 and the results of their operations and their cash flows for the
years then ended and for the period from October 1, 1998 (date of inception)
through December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.



KAUFMAN, ROSSIN & CO., P.A.




Miami, Florida
March 16, 2004

                                      F-2
<PAGE>

                       BARPOINT.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                     ASSETS

                                                                                         December 31,
                                                                                 ----------------------------
                                                                                     2003            2002
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
CURRENT ASSETS
Cash and cash equivalents ....................................................   $  3,828,528    $  5,727,207
Marketable securities ........................................................        280,013         179,162
Prepaid expenses .............................................................         44,691         206,249
Other current assets .........................................................         12,000         128,725
                                                                                 ------------    ------------
     Total current assets ....................................................      4,165,232       6,241,343
                                                                                 ------------    ------------

PROPERTY AND EQUIPMENT .......................................................        157,894         236,070
                                                                                 ------------    ------------
TOTAL ........................................................................   $  4,323,126    $  6,477,413
                                                                                 ============    ============

                            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable .............................................................   $    221,030    $    447,291
Income taxes payable .........................................................        475,520         475,520
Current portion of obligations under capital leases ..........................        201,054         201,054
                                                                                 ------------    ------------
Total current liabilities ....................................................        897,604       1,123,865
                                                                                 ------------    ------------
TOTAL LIABILITIES ............................................................        897,604       1,123,865
                                                                                 ------------    ------------
COMMITMENTS AND CONTINGENCIES
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 2003 and 2002;
  issued and outstanding 26,646,704 in 2003 and 26,640,273 in 2002 ...........         26,647          26,640
Additional paid-in capital ...................................................     34,427,428      34,426,895
Deficit accumulated during development stage .................................    (31,213,534)    (29,033,654)
Accumulated other comprehensive income (loss) ................................        184,981         (66,333)
                                                                                 ------------    ------------
Total stockholders' equity ...................................................      3,425,522       5,353,548
                                                                                 ------------    ------------
TOTAL ........................................................................   $  4,323,126    $  6,477,413
                                                                                 ============    ============
</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     Year Ended       inception),
                                                December 31,   December 31,  through December 31,
                                                   2003            2002             2003
                                               ------------    ------------   ------------------
<S>                                            <C>             <C>             <C>
Revenue
BarPoint Services and related sales ........   $         --    $    387,735    $  1,636,713
Applications ...............................             --          62,042       1,125,398
                                               ------------    ------------    ------------

Total Revenue ..............................             --         449,777       2,762,111

Cost of sales ..............................             --         355,925       1,383,198
                                               ------------    ------------    ------------
Gross profit ...............................             --          93,852       1,378,913
                                               ------------    ------------    ------------
Operating Expenses:
Selling, general and administrative ........      2,225,692       7,420,835      41,049,342
Research and development ...................             --              --       2,528,357
Depreciation and amortization ..............         78,176       2,469,281       6,507,413
Restructuring charges ......................             --       1,153,409       1,968,904
                                               ------------    ------------    ------------
Total Operating Expenses ...................      2,303,868      11,043,525      52,054,016
                                               ------------    ------------    ------------
Loss from operations .......................     (2,303,868)    (10,949,673)    (50,675,103)
                                               ------------    ------------    ------------
Other Income:
Interest and other income ..................         31,345         580,088       3,441,925
Net gain on sales of marketable securities .         92,643          45,844      19,553,609
                                               ------------    ------------    ------------
Total Other Income .........................        123,988         625,932      22,995,534
                                               ------------    ------------    ------------
Loss before income tax  benefit ............     (2,179,880)    (10,323,741)    (27,679,569)
Income tax  benefit ........................             --         252,287         936,292
Net loss ...................................   $ (2,179,880)   $(10,071,454)   $(26,743,277)
                                               ============    ============    ============

Loss per common share--
Basic and Diluted ..........................   $      (0.08)   $      (0.38)   $      (1.25)
                                               ============    ============    ============

Weighted average common shares outstanding -
Basic and Diluted ..........................     26,643,525      26,628,602      21,447,712
                                               ============    ============    ============
</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 YEARS ENDED DECEMBER 31, 2003, DECEMBER 31, 2002 AND THE PERIOD FROM
          OCTOBER 1, 1998 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003
<TABLE>
<CAPTION>

                                                                                                RETAINED
                                                                                                 EARNINGS
                      # OF        # OF                                                           (DEFICIT)   ACCUMULATED
                     SHARES      SHARES                              DEFERRED        NOTE       ACCUMULATED      OTHER
                       OF          OF                 ADDITIONAL      STOCK-       RECEIVABLE     DURING     COMPREHENSIVE
                    PREFERRED    COMMON      PAR       PAID-IN        BASED         FROM       DEVELOPMENT     (LOSS)
                      STOCK       STOCK     VALUE      CAPITAL    COMPENSATION   STOCKHOLDER      STAGE        INCOME         TOTAL
                   -----------------------------------------------------------------------------------------------------------------
<S>                    <C>   <C>         <C>      <C>                   <C>      <C>       <C>                <C>        <C>
BarPoint.com, Inc.
 capitalization at
 inception             --           100      100      241,400           --             --            --             --      241,500
Reverse acquisition:
 Shares outstanding
 and net assets of
 the Harmat
 Organization at
 June 3, 1999          --     2,662,500    2,662    4,525,668           --             --            --             --    4,528,330
Issuance of
 shares to
 BarPoint.com
 shareholders          --     6,633,942    6,534       (6,534)          --             --            --             --          --
Private Placements
 and Subscription
 note receivable       --     4,499,868    4,500    8,300,015           --       (750,000)           --             --    7,554,515
Exercise of
 Stock Options         --        50,000       50       17,450           --             --            --             --       17,500
Issuance of
 Preferred Stock        3            --       --           30           --             --            --             --           30
Comprehensive
 income (loss):
Change in
 unrealized
 Gain on Marketable
 Securities (Net of
 Income Tax Benefit
 of $376,459)          --            --       --           --           --             --            --     (1,015,665)         --
Net Loss               --            --       --           --           --             --      (438,595)            --          --
Total comprehensive
 loss                  --            --       --           --           --             --            --             --   (1,454,260)
                   -----------------------------------------------------------------------------------------------------------------
Balance -
 September 30, 1999     3    13,846,410  $13,846  $13,078,029           --      $(750,000)    $(438,595)   $(1,015,665) $10,887,615

Common Stock
 Dividend - Record
 Date 6/2/99           --       878,770      879         (879)          --             --            --             --           --
Stock Options
 Exercised             --        12,186       13        4,581           --             --            --             --        4,594
Cancellation of all
 Class A and Class B
 Warrants in
 exchange for 325,000
 common shares
 plus $50,000          --       325,000      325      (50,325)          --             --            --             --      (50,000)
Cashless exercise
 of Warrants           --       195,372      195         (195)          --             --            --             --           --
Warrants Exercised     --        97,339       97      434,309           --             --            --             --      434,406
Payment of
 Subscription Note
 Receivable            --            --       --           --           --        750,000            --             --      750,000
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                                                                                                RETAINED
                                                                                                 EARNINGS
                      # OF        # OF                                                           (DEFICIT)   ACCUMULATED
                     SHARES      SHARES                              DEFERRED        NOTE       ACCUMULATED      OTHER
                       OF          OF                 ADDITIONAL      STOCK-       RECEIVABLE     DURING     COMPREHENSIVE
                    PREFERRED    COMMON      PAR       PAID-IN        BASED         FROM       DEVELOPMENT     (LOSS)
                      STOCK       STOCK     VALUE      CAPITAL    COMPENSATION   STOCKHOLDER      STAGE        INCOME         TOTAL
                   -----------------------------------------------------------------------------------------------------------------
<S>                    <C>   <C>         <C>      <C>                   <C>      <C>       <C>                <C>        <C>
Issuance of Stock
 Options below
 Market Value          --            --       --      227,752           --             --            --             --      227,752
Issuance of Common
 Shares in exchange
  for services
  performed            --        26,660       26       86,979           --             --            --             --       87,005
Acquisition of
 Synergy Solutions,
 Inc.                  --        75,000       75      628,050           --             --            --             --      628,125
Private Placements     --     1,477,500    1,478   16,929,519           --             --            --             --   16,930,997
Warrants issued in
 exchange for
 services performed    --            --       --    1,876,329           --             --            --             --    1,876,329
Options issued as
 Settlement for a
 claim asserted        --            --       --      213,790           --             --            --             --      213,790
Comprehensive
 income (loss):
  Change in
   unrealized Gain
   on Marketable
   Securities (Net
   of Income Taxes
   of $1,545,721)      --            --       --           --           --             --            --      3,537,631           --
   Net Income          --            --       --           --           --             --     4,067,511             --    7,605,142
Total comprehensive
 income                --            --       --           --           --             --            --             --           --
                   -----------------------------------------------------------------------------------------------------------------

Balance
 September 30, 2000     3    16,934,237   16,934   33,427,939           --             --     3,628,916      2,521,966   39,595,755


Acquisition of
 Synergy Solutions,
 Inc.                  --        75,000       75      201,525           --             --            --             --      201,600
Issuance of Common
 Shares as
 compensation          --       135,680      136      169,464           --             --            --             --      169,600
Issuance of Common
 Shares in exchange
 for services
 performed             --         5,161        5       16,108           --             --            --             --       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)
                   -----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                                                                                                RETAINED
                                                                                                 EARNINGS
                      # OF        # OF                                                           (DEFICIT)   ACCUMULATED
                     SHARES      SHARES                              DEFERRED        NOTE       ACCUMULATED      OTHER
                       OF          OF                 ADDITIONAL      STOCK-       RECEIVABLE     DURING     COMPREHENSIVE
                    PREFERRED    COMMON      PAR       PAID-IN        BASED         FROM       DEVELOPMENT     (LOSS)
                      STOCK       STOCK     VALUE      CAPITAL    COMPENSATION   STOCKHOLDER      STAGE        INCOME         TOTAL
                   -----------------------------------------------------------------------------------------------------------------
<S>                    <C>   <C>         <C>      <C>                   <C>      <C>       <C>                <C>        <C>
Balance
 December 31, 2000      3    17,150,078   17,150   33,815,036           --             --       838,750        415,098   35,086,034

Warrants issued in
 exchange for
 services performed    --            --       --       47,251           --             --            --             --       47,251
Issuance of Common
 Shares as
 compensation          --       545,938      546      199,078     (199,624)            --            --             --          --
Amortization of
 deferred
 compensation          --            --       --           --      117,382             --            --             --      117,382
Issuance of Common
 Shares in
 connection with
 Employee Stock
 Purchase program      --        43,084       44       11,376           --             --            --             --       11,420

Issuance of Common
 Shares in exchange
 for services          --        16,526       16       54,984           --             --            --             --       55,000
Stock Options
 Exercised             --       874,973      875      305,364           --             --            --             --      306,239
Comprehensive
 income (loss):
  Change in
  Unrealized Gain on
  Marketable
  Securities           --            --       --           --           --             --            --       (379,376)          --
  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      3    18,630,599  $18,631  $34,433,089     $(82,242)     $      --  $(16,726,528)       $35,722  $17,678,672
Retroactive effect
 of common stock
 dividend in
 February 2004         --     7,992,526    7,992       (7,992)          --             --            --             --          --
Amortization of
 deferred
 compensation          --            --       --           --       82,242             --            --             --       82,242
Issuance of Common
 Shares in connection
 with Employee Stock
 Purchase program      --        17,148       17        1,798           --             --            --             --        1,815
Comprehensive
 income (loss):
  Unrealized Holding
   Gain on
   Marketable
   Securities          --            --       --           --           --             --            --        (56,211)          --
Less:
 reclassification
 adjustment for
 gains included in
 net loss              --            --       --           --           --             --            --        (45,844)
  Dividend - Record
   Date  5/24/02       --            --       --           --           --             --    (2,235,672)            --   (2,235,672)
</TABLE>

                                       F-7
<PAGE>
<TABLE>
<CAPTION>

                                                                                                RETAINED
                                                                                                 EARNINGS
                      # OF        # OF                                                           (DEFICIT)   ACCUMULATED
                     SHARES      SHARES                              DEFERRED        NOTE       ACCUMULATED      OTHER
                       OF          OF                 ADDITIONAL      STOCK-       RECEIVABLE     DURING     COMPREHENSIVE
                    PREFERRED    COMMON      PAR       PAID-IN        BASED         FROM       DEVELOPMENT     (LOSS)
                      STOCK       STOCK     VALUE      CAPITAL    COMPENSATION   STOCKHOLDER      STAGE        INCOME         TOTAL
                   -----------------------------------------------------------------------------------------------------------------
<S>                    <C>   <C>         <C>      <C>                   <C>      <C>       <C>                <C>        <C>

  Net Loss             --            --       --           --           --             --   (10,071,454)            --           --
Total Comprehensive
 Loss                  --            --       --           --           --             --            --             --  (10,173,509)
                   -----------------------------------------------------------------------------------------------------------------


Balance
 December 31, 2002      3    26,640,273  $26,640  $34,426,895           $ --     $     --  $(29,033,654)      $(66,333)  $5,353,548
                   =================================================================================================================

Issuance of Common
 Shares in
 connection with
 Employee Stock
 Purchase program      --         6,431        7          533                                                                   540
Comprehensive income
 (loss):
  Unrealized Holding
  Gain on Marketable
  Securities           --            --       --           --           --             --            --        353,312           --
Less:
 reclassification
 adjustment for
 gains included in
 net loss              --            --       --           --           --             --            --       (101,998)          --
  Net Loss             --            --       --           --           --             --    (2,179,880)            --           --
                   -----------------------------------------------------------------------------------------------------------------
Total Comprehensive
 Income                --            --       --           --           --             --            --             --   (1,928,566)


Balance
December 31, 2003       3    26,646,704  $26,647  $34,427,428           $ --     $     --  $(31,213,534)      $184,981   $3,425,522
                   =================================================================================================================
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-8

<PAGE>

                       BARPOINT.COM INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                           FOR THE PERIOD FROM
                                                                                              OCTOBER 1, 1998
                                                                            YEAR ENDED     (DATE OF INCEPTION)
                                                         YEAR ENDED         DECEMBER 31,        THROUGH
                                                       DECEMBER 31, 2003       2002         DECEMBER 31, 2003
                                                       -----------------   ------------     ------------------
<S>                                                     <C>                <C>                <C>
OPERATING ACTIVITIES:
Net loss                                                ($ 2,179,880)      ($10,071,454)      ($26,743,277)
Adjustments to reconcile net loss to net cash used
   in operating activities:
Depreciation and amortization                                 78,176          2,469,281          6,507,413
Impairment of property and equipment                              --          2,189,433          2,189,433
Impairment of goodwill                                            --            325,000            731,840
Non-cash portion of restructuring charges                         --            473,938          1,151,560
Amortization of warrants issued in exchange for
  services                                                        --                 --          1,923,578
Amortization of deferred stock-based compensation                 --             82,242            199,624
Provision for doubtful accounts                                   --                 --            154,505
Write-off of licensing fee                                        --                 --            681,818
Inventory write-down                                              --            122,734          1,299,296
Issuance of common stock in exchange for services                 --                 --            158,118
Issuance of stock options as settlement of a claim                --                 --            213,790
Issuance of stock options as compensation                         --                 --            169,600
Issuance of stock options below market price                      --                 --            227,752
Non cash administration expenses                                  --                 --             30,498
Loss on sale of property and equipment                            --             55,539             40,109
Gain on sale of marketable securities                        (92,642)           (45,844)       (23,683,703)
Impairment charges on marketable securities                       --                 --          4,109,219
Deferred income tax benefit                                       --                 --           (849,910)
Changes in operating assets and liabilities:
Certificates of deposit                                           --          1,500,000          1,500,000
Accounts receivable                                               --            394,761           (154,505)
Income taxes receivable                                           --             (2,904)            28,381
Inventories                                                       --            353,092         (1,049,975)
Prepaid expenses                                             161,558            126,540            (44,690)
Other assets                                                 116,725            181,446            227,716
Accounts payable and accrued expenses                       (226,261)          (630,413)          (707,252)
                                                        ------------       ------------       ------------
Net Cash Used in Operating Activities                     (2,142,324)        (2,476,609)       (31,689,062)
                                                        ------------       ------------       ------------

INVESTING ACTIVITIES:
Proceeds from sales of marketable securities                 243,105             75,200         25,097,231
Purchases of property and equipment                               --             (6,111)        (5,614,971)
Software development costs                                        --                 --         (2,395,950)
Purchases of marketable securities                                --                 --         (2,203,964)
Proceeds from sale of property and equipment                      --             55,718            280,244
Acquisition costs                                                 --                 --           (289,000)
Cash received in acquisition                                      --                 --            628,227
                                                        ------------       ------------       ------------
Net Cash  Provided by Investing Activities                   243,105            124,807         15,501,817
                                                        ------------       ------------       ------------
</TABLE>

                                      F-9
<PAGE>

<TABLE>
<CAPTION>

                                                                                           FOR THE PERIOD FROM
                                                                                              OCTOBER 1, 1998
                                                                            YEAR ENDED     (DATE OF INCEPTION)
                                                         YEAR ENDED         DECEMBER 31,        THROUGH
                                                       DECEMBER 31, 2003       2002         DECEMBER 31, 2003
                                                       -----------------   ------------     ------------------
<S>                                                     <C>                <C>                <C>
FINANCING ACTIVITIES:
Private placements of common stock                                --                 --         23,205,197
Proceeds from subscription receivable                             --                 --            750,000
Proceeds from exercise of warrants                                --                 --            434,406
Payment of capital lease obligations                              --            (67,132)          (195,681)
Payment of common stock dividends                                 --         (4,470,257)        (4,470,257)
Payments to cancel warrants                                       --                 --            (50,000)
Proceeds from sale of common stock to employees                  540              1,815             13,775
Proceeds from exercise of stock options                           --                 --            328,333
                                                        ------------       ------------       ------------
Net Cash Provided by (Used in)
   Financing Activities                                          540         (4,535,574)        20,015,773
                                                        ------------       ------------       ------------


NET (DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                                       (1,898,679)        (6,887,376)         3,828,528
CASH AND CASH EQUIVALENTS -
   beginning of period                                     5,727,207         12,614,583                 --
                                                        ------------       ------------       ------------
CASH AND CASH EQUIVALENTS -
   end of period                                        $  3,828,528       $  5,727,207       $  3,828,528
                                                        ============       ============       ============

SUPPLEMENTAL DISCLOSURES OF CASH
   FLOW INFORMATION:
Cash paid during the period for:
Taxes                                                   $         --       $         --       $  4,400,591
                                                        ------------       ------------       ------------

SUPPLEMENTAL DISCLOSURE OF
   NON-CASH TRANSACTIONS:
Assets acquired via capital lease                       $         --       $         --       $    415,305
                                                        ============       ============       ============
Issuance of warrants in exchange for services           $         --       $         --       $  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                        $         --       $         --       $     30,498
                                                        ============       ============       ============

Finders fee applied to shareholder loan                 $         --       $         --       $    218,655
                                                        ============       ============       ============

Unrealized gain (loss) in value of securities
   available for sale, net of tax benefit
   of $0, $0 and $122,044                               $    251,314       $   (102,055)      $    184,981
                                                        ============       ============       ============
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-10
<PAGE>

                       BARPOINT.COM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.       BUSINESS AND BASIS OF PRESENTATION

         BarPoint.com, Inc. and subsidiaries ("BarPoint" or the "Company") was
         an online and wireless product information and shopping service
         technology provider. BarPoint's product information and shopping
         service platform utilizes patented reverse search technology to enable
         users to search for product information using unique product
         identifiers, including universal product codes, catalog numbers and SKU
         numbers. In February 2004, the Company acquired FUNDever, Inc.
         ("FUNDever") in a reverse merger transaction described in Note 11
         below. The Company is now a holding company for merchant, school, and
         nonprofit loyalty marketing programs. The Company markets online,
         store, and catalog-based products via direct marketing, telephone
         sales, and merchant distribution programs to representatives of
         schools, nonprofits and other organizations with whom the Company or
         its affiliates have an ongoing, pre-existing relationship.

         BarPoint was in the development stage as of December 31, 2003 for
         financial reporting purposes. Historically, revenues have been
         generated primarily from software sales by Synergy Solutions, Inc., a
         wholly owned subsidiary ("Synergy"), however, as part of its corporate
         restructuring, in September 2002 the Company outsourced all Synergy
         related activities and then in October 2003 divested all rights to the
         Synergy business. No further revenue is expected from Synergy. In
         fiscal 2001, BarPoint began to generate revenues from its principal
         operations, however continued softness in the wireless marketplace has
         hampered the Company's ability to grow revenue since then. The majority
         of revenues to date have been from sales of related scanning devices
         and Synergy software sales. Revenues to date from principal operations
         have not been significant. For the year ended December 31, 2003, the
         Company did not generate any revenue from its principal operations. For
         the year ended December 31, 2002, all of the $449,777 in revenues came
         from sales of software products. BarPoint has not generated significant
         revenues from core web and wireless services.

         Subsequent to December 31, 2003, the capital structure of the Company
         was changed due to a stock dividend of approximately .429 shares of
         common stock for each share held of record. Accordingly, retroactive
         effect of such change has been reflected in the Consolidated Statements
         of Operations, the Consolidated Statements of Stockholders' Equity as
         of January 1, 2002, and the Notes to the Consolidated Financial
         Statements.

2.       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 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.

                                      F-11
<PAGE>

         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 $3.3 million at December 31, 2003 and $5.3
         million at December 31, 2002.

         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, 2003 and
         December 31, 2002 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.

         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:

         Computer hardware, software and other equipment.........  3 years
         Furniture and fixtures..................................  5 years

         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.

         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. Basic loss per share excludes dilution and is computed by
         dividing loss attributable to common stockholders by the
         weighted-average number of common shares outstanding for the period.
         Diluted loss per share is computed by dividing loss available to common
         stockholders by the weighted average number of common shares
         outstanding for the period and dilutive potential common shares
         outstanding unless consideration of such dilutive potential common
         shares would result in anti-dilution. All loss per share information
         presented has been effected for the common stock dividend as discussed
         in Note 11.

         For all periods presented, no effect was given to outstanding options
         and warrants since the effect would be antidilutive. Securities that
         could potentially dilute earnings per share in the future are discussed
         in Note 8.

                                      F-12
<PAGE>


         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 previously
         was an online and wireless product information and shopping service
         provider that also developed mobile device software applications for
         consumers and businesses, but generated no revenue in 2003. Since the
         merger with FUNDever, it has operated as a loyalty market company.

         GOODWILL

         On November 5, 1999, the Company acquired all of the outstanding common
         stock of Synergy Solutions, Inc. 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. As of December
         31, 2001, management had evaluated the carrying value of the goodwill
         recorded in the acquisition of Synergy and determined that the asset
         was impaired based on the expected cash flows to be generated over the
         next several years. Accordingly, an impairment charge of $406,840 had
         been recorded to reflect a new carrying value of the asset of $325,000
         at December 31, 2001. The Company adopted certain provisions of SFAS
         No. 141 "Business Combinations" ("SFAS 141") and SFAS No. 142 "Goodwill
         and Other Intangible Assets" ("SFAS 142") effective July 1, 2001, as
         required for goodwill and intangible assets acquired in purchase
         business combinations consummated after June 30, 2001. The Company
         adopted the remaining provisions of SFAS 141 and SFAS 142 effective
         January 1, 2002. SFAS 141 and SFAS 142 required the Company to perform
         the following as of January 1, 2002: (i) review goodwill and intangible
         assets for possible reclassification; (ii) reassess the lives of
         intangible assets; and (iii) perform a transitional goodwill impairment
         test. The Company reviewed the balances of goodwill and identifiable
         intangibles and determined that the Company did not have any amounts
         that are required to be reclassified from goodwill to identifiable
         intangibles, or vice versa. The Company also reviewed the useful lives
         of its identifiable intangible assets and determined that the original
         estimated lives remain appropriate. The Company completed the
         transitional goodwill impairment test and has determined that the
         Company did not have a transitional impairment of goodwill. Throughout
         the three month period ended June 30, 2002, management re-evaluated the
         carrying value of the remaining goodwill carried on the books and
         determined based on the projected discounted cash flows and direction
         the Company has taken that the goodwill is fully impaired. The Company
         recorded impairment charges in the quarter ended June 30, 2002 of
         $325,000, bringing the asset balance to zero. BarPoint believes that
         the new value fairly represents the value of the goodwill in the
         consolidated financial statements.



                                      F-13
<PAGE>

         A reconciliation of reported net loss adjusted to reflect the adoption
         of SFAS 142 is provided below:
<TABLE>
<CAPTION>

                                                                                         FOR THE PERIOD
                                                                                         FROM OCTOBER 1,
                                                                                         1998 (DATE OF
                                                                                           INCEPTION)
                                                 FOR THE YEAR ENDED DECEMBER 31,            THROUGH
                                                ---------------------------------         DECEMBER 31,
                                                    2003                 2002                 2003
                                                -------------       -------------        ------------
<S>                                             <C>                 <C>                 <C>
         Reported Net Loss                      $  (2,179,880)      $ (10,071,454)      $(26,743,277)
         Add-Back Goodwill                                 --                  --       $    234,966
            Amortization, Net Of Tax
                                                -------------       -------------        ------------
         Adjusted Net Loss                      $  (2,179,880)      $ (10,071,454)      $(26,508,311)
                                                -------------       -------------        ------------

         Reported Basic Net Loss Per Share      $       (0.08)      $       (0.38)      $      (1.25)

         Add-Back Goodwill Amortization                    --                  --       $       0.01
                                                -------------       -------------        ------------
         Adjusted Basic Net Loss Per Share      $       (0.08)      $       (0.38)      $      (1.24)
                                                -------------       -------------       ------------
</TABLE>

         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.

         FAIR VALUE

         The carrying amount of the Company's financial instruments (cash and
         cash equivalents, marketable securities, 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
         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. 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.

         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, 2003 and December 31, 2002 would have
         increased by approximately $5,000 and $23,000, respectively. The
         increase in compensation costs would have resulted in a net loss of
         $2,185,000 and $10,094,000 and a basic and diluted net loss per share
         of $(0.08) and $(0.38) for the years ended December 31, 2003 and 2002,
         respectively.

                                      F-14
<PAGE>

         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 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. The provisions of
         SFAS No. 144 are effective for fiscal years beginning after December
         15, 2001. Management has determined the impact of the transition to
         SFAS No. 144 was not material to the consolidated financial statements

         In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
         statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
         Technical Corrections. This statement, among other things, eliminates
         an inconsistency between required accounting for certain sale-leaseback
         transactions and provides other technical corrections. Adoption of this
         statement did not have a material effect on the consolidated financial
         statements of the Company.

         In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
         Associated with Exit or Disposal Activities. This statement addresses
         accounting and reporting for costs associated with exit or disposal
         activities and nullifies EITF Issue No. 94-3. This statement is
         effective for exit or disposal costs initiated after December 31, 2002,
         with early adoption encouraged. This statement has not yet been adopted
         by the Company, and management has not determined the impact of this
         statement on the consolidated financial statements of the Company.

         In November 2002, the EITF reached a consensus on Issue No. 00-21,
         "Revenue Arrangements with Multiple Deliverables." EITF Issue No. 00-21
         provides guidance on how to account for arrangements that involve the
         delivery or performance of multiple products, services and/or rights to
         use assets. The provisions of EITF Issue No. 00-21 will apply to
         revenue arrangements entered into in fiscal periods beginning after
         June 15, 2003. The Company has not yet determined what the effects of
         this Statement will be on its financial position and results of
         operations.

         In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN45"),
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others." FIN 45
         requires that a liability be recorded in the guarantor's balance sheet
         upon issuance of a guarantee. In addition, FIN 45 requires disclosures
         about the guarantees that an entity has issued, including a
         reconciliation of changes in the entity's product warranty liabilities.
         The initial recognition and initial measurement provisions of FIN 45
         are applicable on a prospective basis to guarantees issued or modified
         after December 31, 2002, irrespective of the guarantor's fiscal
         year-end. The disclosure requirements of FIN 45 are effective for
         financial statements of interim or annual periods ending after December
         15, 2002. The adoption of this Statement did not have a material impact
         on the consolidated financial statements.

                                      F-15
<PAGE>

         NEW ACCOUNTING PRONOUNCEMENTS AND INTERPRETATIONS (CONTINUED)

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
         Stock-Based Compensation, Transition and Disclosure." SFAS No. 148
         provides alternative methods of transition for a voluntary change to
         the fair value based method of accounting for stock-based employee
         compensation. SFAS No. 148 also requires that disclosures of the pro
         forma effect of using the fair value method of accounting for
         stock-based employee compensation be displayed more prominently and in
         a tabular format. Additionally, SFAS No. 148 requires disclosure of the
         pro forma effect in interim financial statements. The transition and
         annual disclosure requirements of SFAS No. 148 are effective for fiscal
         years ended after December 15, 2002. The interim disclosure
         requirements are effective for interim periods beginning after December
         15, 2002. The adoption of this Statement did not have a material impact
         on the consolidated financial statements.

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
         "Consolidation of Variable Interest Entities, an Interpretation of ARB
         No. 51." FIN 46 requires certain variable interest entities to be
         consolidated by the primary beneficiary of the entity if the equity
         investors in the entity do not have the characteristics of a
         controlling financial interest or do not have sufficient equity at risk
         for the entity to finance its activities without additional
         subordinated financial support from other parties. FIN 46 is effective
         immediately for all new variable interest entities created or acquired
         after January 31, 2003. For variable interest entities created or
         acquired prior to February 1, 2003, the provisions of FIN 46 must be
         applied for the first interim or annual period beginning after June 15,
         2003. The Company has not yet determined what the effects of this
         Statement will be on its financial position and results of operations.

         In April 2003, the FASB issued SFAS No. 149, which amends SFAS 133,
         "Accounting for Derivative Instruments and Hedging Activities". The
         primary focus of this Statement is to amend and clarify financial
         accounting and reporting for derivative instruments. This Statement is
         effective for contracts entered into or modified after June 30, 2003.
         The adoption of this statement did not have a material impact on the
         condensed consolidated financial statements.

         In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity". This statement establishes standards for how an issuer
         classifies and measures certain financial instruments with
         characteristics of both liabilities and equity. This statement is
         effective for financial instruments entered into or modified after May
         31, 2003 and otherwise shall be effective at the beginning of the first
         interim period beginning after June 15, 2003. The adoption of this
         statement did not have a material impact on the condensed consolidated
         financial statements.


3.       MARKETABLE SECURITIES

         Marketable securities consist of investments in equity securities at
         market value. As of December 31, 2003, the unrealized gain was $184,981
         and as of December 31, 2002, the unrealized loss was $66,333. The
         Company realized gains on the sale of marketable securities totaling
         $92,642 and $45,844 for the years ended December 31, 2003 and 2002,
         respectively. The Company uses specific identification for the purpose
         of determining gains and losses on the sales of marketable securities.

                                      F-16
<PAGE>

4.       PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following:

                                                      DECEMBER 31,
                                              -------------------------
                                                 2003            2002
                                              ---------       ---------
         Furniture and fixtures ........      $  59,323       $  59,323
         Computer equipment and software        200,000         200,000
                                              ---------       ---------

         Total .........................        259,323         259,323

         Less accumulated depreciation .       (101,429)        (23,253)
                                              ---------       ---------
         Property and equipment, net ...      $ 157,894       $ 236,070
                                              =========       =========

         Depreciation expense totaled $78,176 for the year ended December 31,
         2003 and $2,422,810 for the year ended December 31, 2002. During the
         year ended December 31, 2002, the Company evaluated the carrying value
         of its long-lived assets and recorded impairment charges of
         approximately $2.2 million. The carrying value of the Company's website
         infrastructure, certain computer equipment and software were adjusted
         based upon the Company's business direction and the fact that the
         undiscounted cash flows relating to these assets is expected to be
         immaterial. The fair value of these assets was determined by prices for
         similar assets. This charge is reflected in the Consolidated Statement
         of Operations in Selling, General and Administrative expense.

5.       INCOME TAXES

         The components of the income tax benefit are as follows:
<TABLE>
<CAPTION>

                        FOR THE YEAR ENDED                        FOR THE YEAR ENDED
                             12/31/03                                  12/31/02
                ---------------------------------        ----------------------------------
                CURRENT      DEFERRED       TOTAL        CURRENT       DEFERRED       TOTAL
                -------      --------       -----        -------       --------       -----
<S>             <C>          <C>            <C>         <C>            <C>            <C>
Federal         $  --        $   --         $  --       $(252,287)     $   --         $(252,287)
State              --            --            --              --          --                --
                -----        ------         -----       ---------      ------         ---------
Total           $  --        $   --         $  --       $(252,287)     $   --         $(252,287)
                =====        ======         =====       =========      ======         =========
</TABLE>

                                      F-17
<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>

                                              YEAR ENDED DECEMBER 31,     YEAR ENDED DECEMBER 31,
                                                       2003                        2002
                                            ------------------------------------------------------
                                               AMOUNT         RATE         AMOUNT           RATE
                                            ------------------------------------------------------
<S>                                           <C>             <C>         <C>               <C>
        Statutory rate applied to             $(763,000)      35.00%      $(3,613,000)      35.00%
           income before taxes and
           extraordinary items
        Increase in income taxes
            resulting from:
          State Income benefit                 (109,000)       5.00%         (500,000)       4.84%
          Permanent differences and
           other                                  1,000        0.05%          123,000        1.19%
          Change in valuation allowance         871,000       39.95%        3,738,000       36.21%
                                            -----------------------------------------------------
          Total                               $       0        0.00%      $  (252,000)       2.44%
                                            =====================================================
</TABLE>

         The following is a summary of the significant components of the
         Company's deferred tax assets and liabilities:
<TABLE>
<CAPTION>
                                                          YEAR ENDED         YEAR ENDED
                                                          12/31/2003         12/31/2002
                                                         ------------       ------------
<S>                                                      <C>                <C>
         Deferred Tax Assets
         -------------------
               Impairment of property and equipment      $    172,000       $    876,000
               Bad Debts                                           --             40,000
               Accrued Compensation                                --             50,000
               Stock Compensation                             769,000            769,000
               Stock Warrants Issued                          338,000            338,000
               Deferred Compensation                               --             30,000
               Net Operating Losses                         9,741,000          8,046,000
               Valuation Allowance                        (11,020,000)       (10,149,000)
                                                         ------------       ------------
                                                         $          0       $          0
                                                         ============       ============
</TABLE>

         At December 31, 2003, the Company had net operating loss carryforwards
         of approximately $25,714,000, which expire in varying amounts from 2018
         through 2023. These net operating loss carryforwards will be subject to
         substantial restriction upon the change in ownership (See note 11).

6.       COMMITMENTS AND CONTINGENCIES

         OFFICE LEASES

         Rent expense was $116,263 and $454,904, for the years ended December
         31, 2003 and 2002, respectively.

         In the quarter ended June 30, 2002 the Deerfield Beach, Florida
         headquarters lease was terminated and the premises were vacated. The
         Company entered into a short-term lease for space in Fort Lauderdale,
         Florida. As of December 31, 2003 the Company has a month-to-month
         arrangement with the landlord which was subsequently canceled to become
         effective April 9, 2004.

                                      F-18
<PAGE>

         EMPLOYMENT AGREEMENTS

         In March 2000, the Company entered into employment agreements with
         Leigh Rothschild and Jeffrey Sass. These agreements were amended in
         June 2001 and March 2002. The agreement, as amended, with Mr.
         Rothschild provided that he shall serve as the Chairman of the Board
         and have an annual salary of $350,000. The Company's agreement with Mr.
         Sass provided 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. These 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 the Company's bonus incentive
         plan, participation in the Company's 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
         severance payment that shall not exceed one year's base salary and be
         entitled to retain any stock options whether or not vested or
         exercisable. In connection with the merger with FUNDever, we elected
         not to retain existing management. As a result, its former officers
         received payments under change of control agreements of $1,056, 366
         directly from the Company, including Mr. Rothschild, who received
         $420,376 and Mr. Sass who received $354,424. The severance agreements
         required the Company to continue employing its officers for one year
         following a change of control. The amendment of the severance
         agreements provided for lump sum payments in exchange for immediate
         termination of employment.

         LEGAL PROCEEDINGS

         At the end of 2002, the Company became aware that a default judgment
         had been entered against Harmat Homes, Inc., a non-operating subsidiary
         of BarPoint. The Company acquired Harmat Homes as a result of the 1999
         reverse acquisition transaction with The Harmat Organization, Inc.
         Harmat Homes, Inc. has no assets of which we are aware and has not
         operated since prior to the reverse acquisition. The judgment was
         entered on April 22, 2002 as a result of a third-party claim by a
         defendant against Harmat Homes, Inc. in a case pending in the Supreme
         Court, State of New York, Suffolk County. The case relates to an
         alleged injury that occurred in 1999. Any damages against Harmat Homes,
         Inc. will not be calculated and assessed until the trial process is
         completed. As a result, BarPoint is unable to predict the extent to
         which Harmat Homes, Inc. may be found liable. In any event, BarPoint is
         not a party to the action and no claim has been made with respect to
         BarPoint. Management believes a determination cannot be made as to the
         likelihood that BarPoint may have any liability associated with the
         matter.

         On May 20, 2003, the Company filed suit against PriceGrabber.com, Inc.
         and PriceGrabber.com, LLC (collectively, "PriceGrabber") for
         infringement of BarPoint's U.S. Patent No. 6,430,554, "Interactive
         System for Investigating Products on a Network" (known as the "554
         Patent"). The case was filed in the United States District Court for
         the Southern District of Florida. The Company alleges that certain
         websites and technology made, used, sold and or offered for sale by
         PriceGrabber and certain of its affiliates infringe upon the 554
         Patent. The Company has demanded damages and injunctive relief,
         including enhanced damages due to alleged willful infringement. On July
         10, 2003, PriceGrabber denied liability, raised counterclaims, and
         requested a declaratory judgment that there is no infringement and that
         the 554 Patent is invalid. The Company believes that there is no merit
         to the counterclaims. The parties are currently involved in discovery.
         The Company cannot determine the likelihood of an unfavorable outcome
         of the counter claim at this time.

7.       COMMON STOCK

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

         In February 2004, the Company declared a cash dividend of $0.05 per
         share, a conditional dividend of approximately $0.03 per share, and a
         common stock dividend of 0.429 shares for each share held of record in
         connection with the reverse merger described below in Note 11. The
         conditional dividend is subject to a resolution of a specified tax
         liability by August 1, 2004.

                                      F-19
<PAGE>



8.       STOCK OPTION PLANS AND WARRANTS

         At December 31, 2003 the Company has one stock-based compensation plan
         and outstanding options granted under stock option agreements, which
         are described below. The Company applies APB No. 25 and related
         interpretations in accounting for its plans and outstanding options
         granted under stock option agreements. 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)       As part of the reverse acquisition in 1999, the Company
                  authorized five-year options to purchase 1,143,200 shares of
                  the Company's common stock at an exercise price of $1.33 per
                  share. Such options were issued in June 1999 and October 1999
                  and were eligible to vest as follows: one-third after the
                  first year of issuance; one-third after the second year of
                  issuance in the event the Company achieves 50% of its revenue
                  projection of $49,000,000 in the second year; and one third
                  after the third year of issuance 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 December 31, 2003,
                  a total of 775,410 of these options are vested and
                  outstanding. The Company did not achieve any of the targets
                  necessary for additional vesting; thus, no further options
                  remain outstanding or eligible to vest.

         b)       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. 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. There are options
                  to purchase 650,938 shares of common stock remaining under
                  this Plan.

         A summary of the status of the Company's stock option plans as of
         December 31, 2003, and the changes during the year is presented below:
<TABLE>
<CAPTION>

                                                                               WEIGHTED-AVERAGE
                      FIXED OPTIONS                   NUMBER OF OPTIONS         EXERCISE PRICE
                      -------------                   -----------------         --------------

<S>                                                       <C>                    <C>
        Balance at December 31, 2001...........           5,852,504              $     2.60
        Granted................................             139,328              $     0.22
        Exercised..............................                  --              $       --
        Forfeited..............................          (1,383,415)             $     1.14
                                                         ----------              ----------

        Balance at December 31, 2002...........           4,608,417              $     2.97
        Granted................................              78,595              $     0.13
        Exercised..............................                  --              $       --
        Forfeited..............................           (135,326)              $     0.72
                                                         ---------               ----------
        Balance at December 31, 2003...........           4,551,686              $     2.98
                                                         ==========              ==========
</TABLE>

         The weighted-average fair value of options granted during the years
         ended December 31, 2003 and 2002 was $0.14 and $0.24, respectively.

                                      F-20
<PAGE>

<TABLE>
<CAPTION>
                    OUTSTANDING OPTIONS                                                  EXERCISABLE OPTIONS
                    -------------------                                             ---------------------------
                                                                                      NUMBER
                                                         WEIGHTED     WEIGHTED-     EXERCISABLE        WEIGHTED
                                                         AVERAGE       AVERAGE          AT             AVERAGE
                  RANGE OF                NUMBER         EXERCISE     REMAINING     DECEMBER 31,       EXERCISE
              EXERCISE PRICES          OUTSTANDING        PRICE          LIFE          2003             PRICE
              ---------------          -----------        -----          ----          ----             -----
<S>     <C>            <C>             <C>                 <C>           <C>        <C>                   <C>
        $0.22  --      $0.70           1,215,365           $0.22         0.82       1,215,365             $0.22
        $0.74  --      $1.40           1,154,095           $1.29         0.85       1,154,095             $1.29
        $2.49  --      $3.50             632,761           $2.71         0.81         632,761             $2.71
        $4.37  --      $6.65           1,085,040           $5.50         1.07       1,085,040             $5.50
        $8.92                            464,425           $8.92         0.37         464,425             $8.92
</TABLE>

         The above table was adjusted for the effects of the reverse merger and
         employee terminations which occurred on February 18, 2004, as discussed
         in Note 11.

         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 2003: expected dividend of $.05 per share%,
         risk-free interest rate of 3.30%, expected volatility of 100%, and
         expected lives of 5 years for the options. The assumptions used for
         grants in 2002 were as follows: dividend yield of 0%, risk-free
         interest rate of 2.75%, expected volatility of 100%, and expected lives
         of 5 years for the options.

9.       RELATED PARTY TRANSACTIONS

         The law firm of McLaughlin & Stern, LLP of which a then Board Member is
         a principal, received legal fees of approximately $8,200 for the year
         ended December 31, 2002.

10.      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 7 as of December 31, 2003. In addition,
         the Company terminated all lease obligations as of June 30, 2002 and
         has consolidated all offices into its new Fort Lauderdale, Florida
         headquarters. The Company's lease at its Fort Lauderdale headquarters
         provides for a month-to-month term which is terminable with 60 days
         notice by either party. As a result of these actions taken, the Company
         has substantially completed its restructuring program. During the year
         ended December 31, 2002 the Company recorded charges associated with
         the implementation of its restructuring plan of $1,153,409. These costs
         consisted of the following:

                                                       YEAR ENDED DECEMBER 31,
                                                               2002
                                                           ----------
                 Payroll and other                            $94,471
                 employment related costs
                 Write-off of fixed assets                    473,938
                 and leasehold improvements
                 Lease termination fees                       585,000
                                                           ----------
                 Total                                     $1,153,409
                                                           ==========

                                      F-21
<PAGE>

11.      SUBSEQUENT EVENT

         On or about February 18, 2004, BarPoint acquired FUNDever in a reverse
         merger transaction by issuing 68,250,111 shares of its common stock to
         FUNDever stockholders. Immediately prior to the merger, BarPoint paid a
         cash dividend to its stockholders of approximately $0.05 per share and
         a stock dividend of approximately 0.429 shares of common stock for each
         share held of record. Additionally, BarPoint declared a second cash
         dividend payable to stockholders of record prior to the merger of
         approximately $0.03 per share which is conditional (See Note 7). As
         part of the merger with FUNDever, the Employee Stock Purchase Plan was
         terminated. Following the merger, the Company's lease used by former
         management was terminated effective April 9, 2004.


                                      F-22