U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

     /X/ ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 (FEE REQUIRED) For the fiscal year ended: DECEMBER 31, 2000

     //  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For  transition  period from _______
     to _______.

                             Commission File Number:

                          ORIGIN INVESTMENT GROUP, INC.
                         (Name of issuer in its charter)

MARYLAND                                                              36-4286069
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

              1620 26th Street, Third Floor, Santa Monica, CA 90404 (Address of
               principal executive offices)(Zip Code)

                    Issuer's telephone number: (310) 255-8834

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

         Securities registered under Section 12 (g) of the Exchange Act:
                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

--------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Exchange 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: Yes /X/ No //

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained in this form, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: / /

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant was $1,710,138 based on the last sale price of the Registrant's
common stock on April 10, 2001, ($0.51 per share) as reported by the Nasdaq
OTC:BB Stock Market.

     The issuer had 5,353,216 shares of common stock outstanding as of April 10,
2001. Documents incorporated by reference: YES



ITEM 1:  Description of Business

     Except for historical information, the following description of our
business contains forward-looking statements based on current expectations that
involve risks and uncertainties. Our actual results could differ materially from
those set forth in these forward-looking statements as a result of a number of
factors. Unless specified otherwise, the terms "we," "us," "our," "the company"
and "Origin" refer to Origin Investment Group, Inc.

Our Company

     We were formed on April 6, 1999 as a non-diversified closed-end management
investment company, as those terms are used in the Investment Company Act of
1940 ("1940 Act"). We have elected to be regulated as a business development
company under the 1940 Act. The 1940 Act defines a business development company
(a "BDC") as a closed-end management investment company that provides small
businesses that qualify as an "eligible portfolio company" with investment
capital and also significant managerial assistance. A BDC is required under the
1940 Act to invest at least 70% of its total assets in "qualifying assets"
consisting of (a) "eligible portfolio companies" as defined in the 1940 Act and
(b) certain other assets including cash and cash equivalents.

       An eligible portfolio company generally is a U.S. company that is not an
investment company and that (i) does not have a class of securities registered
on an exchange or included in the Federal Reserve Board's over-the-counter
margin list; (ii) is actively controlled by a BDC and has an affiliate of a BDC
on its board of directors; or (iii) meets such other criteria as may be
established by the SEC. "Control" under the 1940 Act is presumed to exist where
a BDC owns more than 25% of the outstanding voting securities of the eligible
portfolio company.

     An example of an eligible portfolio company is a new start-up company or a
privately owned company that has not yet gone "public" by selling its shares in
the open market and has applied for having its shares listed on a nationally
recognized exchange such as the New York Stock Exchange (NYSE), the American
Stock Exchange (AMEX) or the National Association of Securities Dealers'
Automated Quotation System (NASDAQ) National Market System. An eligible
portfolio company can also be one that is subject to filing, has filed, or has
recently emerged from reorganization protection under Chapter 11 of the
Bankruptcy Act.

     Our investment strategy has been, since inception, to invest in a diverse
portfolio of private companies that in some way build the Internet
infrastructure by offering hardware, software and/or services which enhance the
use of the Internet. During the past year, we identified two eligible portfolio
companies within which we entered into agreements to acquire interests within
such companies and to further invest capital in these companies to further
develop their business. (See "Encore/Sigma" and "T1/MAS" below.) However, on
each occasion and prior to each closing, we were either unable to raise
sufficient capital to consummate the transaction ("Encore/Sigma") or discovered
information which modified our understanding of the eligible portfolio company's
financial status to such an extent where it was unadvisable for us to continue
and consummate the transaction ("T1/MAS"). Although these events have disrupted
our company's overall development and our ability to attract equity capital on
more favorable terms, we have continued to diligently investigate opportunities
which we believe have the potential for significant appreciation in the future.
Recently, we entered into a definitive share exchange agreement and investment
agreement with Vivocom, Inc., a San Jose, California based software company that
has developed a proprietary all media switching system which enables all forms
of data to be sent over a single IP channel. See "Vivocom Investment" below. We
intend on investing a minimum of three million two hundred and fifty thousand
dollars ($3,250,000) within Vivocom over the next several months. However, our
ability to raise this money will be contingent upon Vivocom's near term success.
There can be no assurance that we will be able to raise any funds to consummate
the purchase of Vivocom or for Vivocom's development.

     We have been since inception and continue to be in the development stage.
We have not invested any of our assets and all capital raised thus far has been
used for working capital. We intend on allocating at least 70% of our assets in
qualifying assets, such as Vivocom common stock, upon completion of anticipated
offerings of our equity that is currently being contemplated to finance the
investment commitment made to Vivocom and to be used for working capital and for
other investments. We anticipate but are not certain that we will complete the
Vivocom Investment in our current 2001 fiscal year.


Our Business and the Venture Capital Industry

     We are in the business of investing in emerging companies that are in the
growth stage of development by providing investment capital and managerial
assistance and otherwise actively helping to build those companies. Our initial
goal has been to seek to invest in companies that are profitable and engaged in
information-technology businesses, broadly defined to include those that
acquire, warehouse, process and disseminate information and related technology
that is developed to improve business and personal productivity. We have also
identified the following industries that have, in our opinion, strong growth
forecasts in the upcoming several years: manufacturing and distribution of
medical equipment and devices; manufacturing, warehousing and distribution of
computer supplies; manufacturing, procurement and configuration of personal
computers including network integration, imaging equipment, and software
telecommunications technologies; development and manufacture of business
application software and related products and services; Internet electronic
commerce development and consulting services, Web-site development and services,
the manufacture of Internet-related software and products and internet marketing
and consulting services. We may later identify other industries that we believe
offer favorable investment opportunities for us. Regardless of the industry, we
intend to invest in companies seeking to expand their market position and at a
stage of development that would benefit from our financing, market knowledge and
business development and management support.

     Our business is a part of the venture capital industry, which is the
providing of growth capital to emerging companies and actively helping to build
those companies. In the past twenty years, venture capital has become a
multi-billion dollar industry that is recognized as one of the country's primary
sources of new economic growth. The principal reasons for this dramatic growth
have been (i) the venture capital industry's investment rate of return and (ii)
the industry's ability to demonstrate that the high risks of loss inherent in
investing in unproven companies can be significantly mitigated through investing
in a number of companies in a balanced portfolio, and through active
professional management of the investments in the individual companies invested
in.

     We intend to use many of the risk management and investment strategies
common to the venture capital industry such as diversification, co-investment
with other funds and investing in companies in varying stages of development.
However, historical industry performance is not an indication of future industry
performance or of our performance.

     The venture capital industry has grown substantially in recent years,
despite the recent downturn in the United States economy and in the world
financial markets. The number of companies receiving venture capital investments
and the total dollar value of those investments have increased substantially.
Notwithstanding this past fiscal year, a significant portion of the increase in
venture capital investment has been and continues to be in Internet-related
companies, a sector of the economy that we intend to emphasize in our own
investing. We believe the substantial growth in venture capital investing is an
indication of the favorable investment opportunities the U.S. economy offers to
companies engaged in venture capital investing, including BDCs such as Origin.
However, there can be no certainty that the economic conditions that have
spurred the growth in venture capital investing opportunities will continue into
the future or that returns offered through venture capital investing will return
to levels seen in 1997-99.

     There is a high level of competition in our business. Recently, a large
number of new venture capital companies have come into the marketplace, while at
the same time, already-established venture capital firms have been significantly
increasing the amounts of capital they are raising and investing. According to
the latest statistics published by Venture Economics and the National Venture
Capital Association (NVCA), fourth quarter 2000 commitments to new venture funds
slowed compared to recent quarters, but still hit a new record for the year. In
the fourth quarter of 2000, 123 U.S.-based venture capital funds raised $18.2
billion, representing a 33.8% decline from the 115 funds raising $27.5 billion
in the third quarter. For the year, 494 venture funds raised $92.3 billion, an
all-time record, and a 57% increase from $60 billion raised in 1999.

     Recently we have moved our headquarters from Chicago, Illinois to Santa
Monica, California. Although we reside in California which has the largest
concentration of venture capital companies in the United States, there is a
relatively smaller number of venture capital companies operating in Southern
California and particularly in Los Angeles as compared to the Bay Area and
Northern California. However despite seemingly less competition regionally, our
search for eligible portfolio companies extends to other regions and as a
result, we will face competition not only among venture capital companies
located in the Southern California but among funds in regions in which our
portfolio companies reside. One of the major disadvantages that we have in
relation to other venture capital companies is that our asset base continues to
be substantially smaller, even after we have successfully completed our
currently contemplated offerings, than those of a majority of other funds. As a
result, we will have less money for diversification of our investments, which
will subject our investments to risks associated with non-diversified
portfolios. In addition, our management has very little experience in assessing
companies for investments, or negotiating and structuring investments in
companies that we identify.

Start-Up Status of Our Company

     Our operations began as recently as the latter half of 1999, and we have
had no revenues since inception. Although we have identified a number of
industry sectors in which we may invest, and have negotiated with several
companies, we have not yet made any investments. Accordingly, it is not possible
to describe any revenues, operating profit or loss and identifiable assets
attributable to any industry sectors invested in.

     Our plan and strategy during the first three quarters of 2000 was to raise
capital through the sale of our stock and purchase controlling interests within
one or more profitable private businesses involved in the Internet
infrastructure development and services sector of the IT industry. Our
investment strategy has been to acquire controlling interests within two or more
"core" profitable IT businesses involved in ASP, Systems Integration and
Internet Services to create, on consolidation of such entities, a profitable
e-business solutions company that provides its customers with web/e-commerce
applications, IT consulting and solutions and other value added services and
which utilizes ASP delivery and co-location hosting strategies on a cost
effective basis to end users. We have attempted but were unsuccessful in
acquiring interests in two profitable IT related private businesses
("Encore/Sigma" and "T1/MAS") which were going to act as our initial or "core"
portfolio companies. However, we believe that our not completing these two
transactions was beneficial since it made us reevaluate our business strategy at
a time when the financial markets had moved away from e-business and ASP
solutions companies and had significantly downgraded the market valuations of
other much larger companies in these sectors such as Razorfish, Inc. (NASDAQ:
RAZF), FutureLink, Inc. (NASDAQ: FTRL) and Marchfirst, Inc. (NASDAQ: MRCH).

     Our revised investment strategy, which we adopted in the wake of the T1/MAS
transaction, has been to focus on investing within companies that offer near
term profit potential from their services and solutions and also possess
differentiating characteristics from other IT service/solutions providers such
as ownership of proprietary technologies. As of the date of this annual report
we have identified and have entered into a binding letter of intent to acquire
one hundred percent of the issued and outstanding capital stock of Vivocom,
Inc., a start up stage software company which has developed a patent pending all
media "soft" switching technology for the transfer of all types of digital media
to occur over a single IP channel. Although Vivocom is a start up company and
carries with it all of the attendant risks of investing within a company at its
formative stage, we feel confident that given the final stage of development of
the software and its proprietary nature, that an investment within Vivocom will
prove to be more favorable than our early focus in companies that are in the
e-business solutions space. However, we cannot assure that Vivocom will be
successful in marketing its product, deploying it and commercializing its
technology to an extent in order to produce revenues and profits in the near
term.

Encore/Sigma Transaction

     On December 31, 1999 we entered into an agreement to acquire Encore
Investments, Inc. and Sigma Solutions, Inc., ("Encore/Sigma Agreement") two San
Antonio, Texas information-technology companies ("Encore/Sigma"). Encore/Sigma,
each owned by the same group of four individuals, were value-added resellers of
UNIX and IBM hardware and software solutions and providers of systems
integration services. Sigma's business plan included entering into the
application service provider (ASP) industry through the development of a data
center and the establishment of relationships with software vendors running on
the UNIX, NT and LINUX platforms.

     We were not able to raise the requisite amount of capital necessary to
close the purchase of stock of Encore/Sigma as outlined in the Encore/Sigma
Agreement, despite extending the closing date to May 22, 2000. The closing was
to occur on or before May 22, 2000. The Encore/Sigma Agreement was terminated on
May 24, 2000.

     On June 5, 2000 we determined that it was not advisable to further pursue
any investment opportunity with Encore/Sigma on account of Encore/Sigma's poor
financial performance during the first two quarters of fiscal year 2000.
Although we had invested a significant amount of time and funds in pursuit of
purchasing an interest in Encore/Sigma, our Board determined that an all cash
purchase of Encore/Sigma capital stock was not advisable in lieu of
Encore/Sigma's less than expected performance during the first two quarters of
fiscal year 2000.

Structured Equity Funding Line with Alpha Venture Capital, Inc.

     On June 14, 2000 we entered into an agreement ("FFC Agreement") with First
Fidelity Capital, Inc. ("FFC") an investment advisor to the Alpha Group of
Funds, ("Alpha Funds"), whereby the Alpha Funds were to commit to purchase five
million dollars ($5,000,000) of our common stock (the "Put" or "Put Right") from
time to time during a period of twelve months and subject to our satisfaction of
certain conditions as described in a subscription agreement with the Alpha Funds
("Structured Equity Funding Line" or "SEFL"). This SEFL was structured where we
would "Put" to the Alpha Funds between one hundred thousand and five hundred
thousand dollars worth of our free trading common stock at intervals of no less
than fifteen consecutive trading days. In return, Alpha would send to a joint
escrow account the requested funds pursuant to the Put and we would
correspondingly deliver to the joint escrow that amount of common shares that
would equal the quotient of the Put amount and eighty percent of the average
closing bid price of our common shares for the five trading days prior to our
Put notice. Our Put Right is limited to a maximum of $500,000 and a minimum of
$100,000 but is subject always to a limit of two (2) times the "Trading Volume"
on the trading day immediately preceding delivery of the draw notice by us to
the Alpha Funds. Trading Volume is defined in the FFC Agreement as the dollar
amount of the average close bid price and average daily trading volume over the
twenty (20) trading days preceding the put date. We are allowed to exercise our
Put Rights every 15 trading days following the preceding exercise of a Put
Right. The SEFL required, among other things that we issue to Alpha warrants to
purchase eight hundred fifty thousand shares of our common stock at a redemption
price that was equal to the closing bid price of the common stock on the date
the FFC agreement. Upon signing of the FFC Agreement we commenced negotiating a
definitive stock purchase agreement with Alpha Funds.

     On September 12, 2000 we entered into a revised term sheet from FFC which
increased Alpha Funds commitment via the Structured Equity Funding from
$5,000,000 to $10,000,000 dollars ("Revised FFC Agreement"). In exchange for
increasing the amount of the SEFL to $10,000,000, among other things, the
Revised FFC Agreement increased the warrants to be issued to Alpha Funds from
eight hundred fifty thousand to one million eight hundred and fifty thousand at
a redemption price equal to the lesser of (a) the closing bid price of the
common stock on the date the FFC agreement is signed or (b) the date any
offering circular or registration statement registering $5,000,000 of common
stock is rendered effective by the Securities and Exchange Commission. Upon
signing of the FFC Agreement we had commenced negotiating a definitive stock
purchase agreement with Alpha Funds. We were unable to agree to terms of the
Common Stock Purchase Agreement between Origin and Alpha Funds and we provided
notice to FFC and the Alpha Funds on February 21, 2001 that we were withdrawing
our intent to enter into the Common Stock Purchase Agreement. No common shares
or warrants have been issued in connection with the FFC Agreement or the Revised
FFC Agreement to FFC or to Alpha Funds or their affiliates. A copy of the FFC
Agreement and the Revised FFC Agreement is provided as an exhibit to this annual
report. See the "Exhibit Index" at the end of the report.

T1/MAS Transaction

     On September 28, 2000 we entered into an agreement to acquire one hundred
percent of the issued and outstanding capital stock of Transition 1/Management
Accounting Systems, Inc. ("T1/MAS") a Long Beach, California value added
reseller of Epicor, Inc. (NASDAQ: EPIC) accounting, CRM, and ERP solutions to
small to medium sized businesses. T1/MAS also had developed a proprietary "front
end" of integrating the use of one of Epicor's accounting solution products,
Platinum for Windows(TM) ("PFW"), utilizing an application service provider or
ASP deployment model, with a customers e-commerce website. T1/MAS had entered
into a non-exclusive licensing agreement with Epicor to resell their PFW
software as a hosted or co-located solution and integrating the software to work
seamlessly with a customer's web site. As part of the T1/MAS transaction, we had
further committed to funding an additional $1,500,000 over the twelve months
immediately following the T1/MAS Transaction, within T1/MAS to further develop
its business plan of expanding its ASP deployment of PFW. A copy of the stock
purchase agreement between Origin and the shareholders of T1/MAS, as well as
copies of an amendment to it and the letter of intent relating to it, are
provided as exhibits to this annual report. See the "Exhibit Index" at the end
of the report.

     On November 15, 2000 we agreed with the principal owners of T1/MAS not to
proceed with the stock purchase of all of the issued and outstanding capital
stock of T1MAS by Origin Investment Group, Inc. on account that the parties were
unable to reach agreement as to a fair valuation for the transaction, among
other factors.

     During the month of December we continued to look for opportunities within
which we could best utilize our facility and access to the capital markets.
During the month of December we commenced negotiations with Vivocom, Inc., a San
Jose, California based internet infrastructure software company specializing in
developing software for IP based communications. Known as the Vivocom SIS or
"Smart Internet Switch", Vivocom has designed a proprietary technology, "Vivocom
SIS" which enables live voice calls, streaming video, total remote control and
remote application sharing to occur simultaneously and to be transmitted over a
single IP channel. With a patent pending, the Vivocom SIS technology is the
result of six years of collaboration and development of a software system which
essentially "switches" or routes communication "channels" or streams of IP media
(voice, streaming video, remote application sharing, etc.) that are based on
international standards as established by the International Telecommunications
Union (ITU). Utilizing ITU Communication Engines or Protocols (T.120, H.323,
T.38)

Our Growth Strategy

     Our growth strategy is to invest in a diverse array of businesses that are
involved in information technology and are at various stages of business
development. We intend on diversifying our portfolio over the next several
years. We believe but are not certain that our intended purchase and investment
within Vivocom, Inc. will result in an increase in the overall market value of
our common equity which will increase our ability to raise additional capital on
less dilutive terms. Consistent with our investment strategy since our
inception, our goal is to raise additional funds and further invest in several
additional eligible portfolio companies in the next thirty six months where 65%
of our qualifying assets (after the payment of operational expenses and used for
working capital) will be invested in companies that are in the emerging-growth
and/or mezzanine stage of development and the remaining 35% of our qualifying
assets will be invested within organizations which are in the seed level and
start up stages. We define emerging growth-stage companies as those that have
initiated or are about to initiate full-scale operations and sales, but may not
be showing a profit. We define mezzanine-stage companies as those that are
approaching or have attained break even or profitability and are continuing to
expand. Because we have committed the first ($3,250,000) three million two
hundred and fifty thousand dollars of qualifying assets towards the development
of Vivocom, a start up stage company, we will be required to raise and invest a
minimum of an additional $9,500,000 of qualifying assets in other companies in
order to satisfy our 65/35 ratio investment strategy. There can be no assurance
that we will be successful in raising additional qualifying assets or in a
sufficient amount that would allow us to maintain our 65/35 investment ratio
between mezzanine and emerging growth stage company investments versus start up
and seed level company investments.

     We may invest the remaining funds that we are required to invest in
qualifying assets in companies in the start-up stage or the seed-capital stage.
We will limit our investments in seed-capital companies to 10% of the funds that
we are required to invest in qualifying assets. We define start-up companies as
those that are completing or have completed product development and initial
marketing, but have not sold their products commercially. Generally such
companies have made market studies, assembled key management, developed a
business plan and are ready to commence operations. We believe that seed-capital
companies represent the earliest stage of development. These companies have
raised relatively modest equity capital to prove a concept and qualify for
start-up capital. Seed-capital companies' activities generally are limited to
product development, scientific and market research, recruiting a management
team and developing a business plan. These companies likely do not have
financial support from either venture capitalists or larger companies making
strategic investments. We believe it is beneficial to minimize the inherent
risks associated with investing in early-stage companies. Our current policy is
therefore to invest only a total of 35% of our assets that are classified as
qualifying assets in companies at the seed and start-up level over the next
several years.

Number of Persons Employed

     We currently have two employees. Upon the successful consummation of our
first investment within an eligible portfolio company and having raised
additional equity capital we anticipate hiring additional staff to assist us in
marketing our eligible portfolio companies to the technical and financial media
and for providing investor relations support to our current and future
shareholders. We also intend on hiring a full time in-house attorney and legal
support staff to assist us in fulfilling our disclosure compliance requirements
as well as for future corporate transactional matters. We also intend on adding
members to our Board of Directors which will further assist us in providing both
technical expertise for portfolio company evaluation, business development and
other forms of managerial assistance we intend on providing to our portfolio
companies. We also anticipate hiring either an in-house chief financial officer
or retain an organization to perform and oversee our financial regulatory
matters on a daily basis for a fee. We have not yet identified any specific
individuals for these positions.

Available Information About Our Company

     We are classified as a reporting company and therefore periodically file
reports with the United States Securities and Exchange Commission. The public
may read and copy any materials we file with the SEC at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room is available by
calling the SEC at 1-800-SEC-0330.

     We occasionally file reports electronically with the SEC. The public may
access reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC online at
`http://www.sec.gov'. Other information about our company is available at our
Web site located at `http://www.origininternational.com'.

ITEM 2:  PROPERTIES

     We currently lease office space and facilities at two locations in Los
Angeles, California, maintain our office presence in Chicago through telephone
answer and mail forwarding facilities and have established a similar office
facility in New York City. One of our locations in Los Angeles is a personal
residence of an officer of the Company who uses the location as a home office.
The Company reimburses the officer for one half of the monthly rent in exchange
for the use of the facilities. Given the current size of the organization and
its development stage, our office space and facility usage is sufficient for the
foreseeable future.


ITEM 3.  LEGAL PROCEEDINGS

     We are not a party to any legal proceeding, nor is any of our property the
subject of any legal proceeding. We are not aware of any such legal proceedings
being contemplated by governmental authorities.

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

     No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.

ITEM 5.  MARKET FOR  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
MATTERS

Market Information

     Our common stock has been trading since February 9, 2000 on the NASDAQ
Over-the-Counter Bulletin Board (OTC:BB) under the symbol "OGNI". The following
table shows the high and low bid and ask quotations for each fiscal quarter is
provided below.

Common Stock
Quarter Ended                   BID                            ASK
                        High            Low             High            Low
Ending March 31, 2000   6.125           2.937           6.50            3.00
Ending June 30, 2000    3.75            0.531           4.00            0.72
Ending Sept. 30, 2000   2.00            0.29            2.031           0.31
Ending Dec. 30, 2000    1.625           0.26            1.75            0.30
Ending March 31, 2001   1.00            0.26            1.06            0.32

     The above quotations represent prices between dealers, do not include
retail markups, markdowns or commissions and may not represent actual
transactions. As of April 10, 2001 there were approximately 300 holders of
record of Origin common stock.

     Since March 15, 2000 we have been eligible for listing on the Frankfurt
Stock Exchange under the symbol "OGN".


Dividends

     To date, we have not paid a cash dividend. We do not intend to pay any cash
dividends before we have determined that we will qualify for the favorable
pass-through tax treatment available to registered investment companies ("RICs")
under the Internal Revenue Code. Until we meet those requirements, we will be
taxed as an ordinary corporation on our taxable income for a given year (even if
the income is distributed to our stockholders). We wish to avoid this double
taxation of any net investment income and realized capital gains we may be able
to distribute to our stockholders. In order to qualify as a RIC, we must, at the
end of the first year in which we so qualify, have no accumulated earnings and
profits from years in which we were not taxed as a RIC. There are also other
requirements we will have to meet, including diversification requirements. We
expect that, starting in the year 2002, we will seek to meet the requirements.

Recent Sales Of Unregistered Securities

     We sold 100,000 shares of common stock for $100,000 to an accredited
investor on January 18, 2000, and sold 21,390 shares of common stock for
$99,998.25 to another accredited investor on February 12, 2000. These investors
were individuals personally known to members of our management. Each of the
sales was conducted in accordance with Rule 606 of Regulation E of the
Securities Act of 1933 (as amended, the "Act") exempt from registration and free
trading.

     On April 14, 2000 we sold 50,000 shares of common stock to an accredited
investor for $50,000 or $1.00 per share. These shares were sold in connection
with a private offering pursuant to Section 4(2) of the Securities Act and are
restricted from resale pursuant to Rule 144 of the Act.

     On May 8, 2000 we offered to sell and on May 24, 2000 completed the sale of
142,000 Units to private accredited investors for an aggregate of $106,500 or
$0.75 per Unit. We received net proceeds totaling $96,500 after payment of a 10%
finders fee to a non affiliated third party. Each Unit was comprised of one
share of common stock (free trading pursuant to Rule 606 of Reg. E) and one
Class A common stock purchase warrant. Each Class A common stock purchase
warrant is redeemable for one restricted common stock upon payment of $.75 per
warrant. The Class A warrants are exercisable for a five year period.

     On February 29, 2000 we offered for sale 16,000 shares of Series A
Convertible Preferred Stock for $4,600,000 or $287.50 per share. The Series A
Convertible Preferred Stock was convertible into common stock in stages
occurring at one months intervals over a ten month period. The Series A
Convertible provided for (a) a liquidation preference of $1.00 per share (plus
all declared but unpaid dividends); (b) full voting rights based upon the number
of shares of common stock into which each share is convertible; (c) no
conversion price per share of common stock; and (d) an automatic conversion into
common stock on specified dates. Class 1 Series A investors received the above
terms and had their funds placed into an escrow account which was set up where
the aggregate proceeds deposited in this account was to be released to the
Company reached $2,650,000. The use of proceeds were allocated for purchasing
Encore/Sigma and for working capital. If the funds did not reach that amount by
a specified date, all principal and interest earned was to be returned to the
Class 1 Series A Preferred holders. Class 2 Series A Convertible Preferred
holders were offered one additional restricted common stock for every $10.00
they invested if they agreed to allow the Company to use their funds for current
working capital rather than have their funds deposited in the escrow account.

     On June 6, 2000 we terminated the Series A Convertible Preferred Stock
offering, and on June 23, 2000, we returned to our Class 1 investors an
aggregate of $638,763 plus accrued interest which was previously recorded as
restricted cash. Also on June 6 we offered our Class 2 investors, in lieu of
each Series A Convertible Preferred Stock and restricted stock awarded, 383.33
Units. Each Unit was comprised of one share of common stock and one Common Stock
Purchase Warrant where each Common Stock Purchase Warrant is redeemable for one
share of common stock at an exercise price of $1.50 per share. As a result of
this exchange, we issued 324,999 shares of common stock for $243,750 or $0.75
per share along with 324,999 Common Stock Purchase Warrants. The warrants are
exercisable for a period of five years. The common stock was free trading based
on filing an offering circular pursuant to Rule 604 of Regulation E of the
Securities Act. No shares underlying the Common Stock Purchase Warrants are
restricted from resale pursuant to Rule 144 of the Act. Proceeds received from
the sale were used for working capital purposes and payment of the break up fee
paid to Encore/Sigma.

     On June 12, 2000 we sold 20,000 shares of common stock to two accredited
investors for $25,000 or $1.25 per share. These shares are restricted from
resale pursuant to Rule 144 of the Act. Proceeds received from the sale were
used for working capital purposes.

     On August 24, 2000 we sold an aggregate of 344,827 shares of common stock
to ten accredited investors for $100,000 or $0.29 per share. These shares were
sold in connection with a private offering pursuant to Rule 606 of Regulation E
and are free trading. Proceeds received from the sale were used for working
capital purposes.

     On August 29, 2000 we offered to sell and on September 12, 2000 completed
the sale of 350,000 shares of common stock to an accredited investor for an
aggregate of $507,500 or $1.45 per share. Net proceeds received was $456,750,
net of direct related costs of $50,750. These shares were sold in connection
with filing an offering circular pursuant to Rule 604 of Regulation E of the
Securities Act. Use of proceeds from this offering include payment of accounting
fees, legal fees associated the Alpha transaction and Vivocom transaction and
with the evaluation of Vivocom's patent application, and for general working and
operating capital purposes.

ITEM 6:  SELECTED FINANCIAL DATA
                                                         For the period
                                                         April 6, 1999
                                                         (Inception) to
                                                          December 31,
                                               2000          1999
                                             ---------     ---------

Operating Expenses                           $(839,276)     $(199,370)

Interest expense, net                          (35,086)           --
Other expense, net                                  --         (6,059)
Break up fee                                  (200,000)           --
                                             ----------    -----------
Net Loss                                   $(1,074,362)      (205,429)
                                            ============   ============
Weighted average Common Shares
Outstanding                                   4,673,042     2,777,357
                                            ============   ============
Net Loss Per Common Share - Basic and
Diluted                                          $(0.23)       $(0.07)
                                            ============   ============
Total Assets                                  $ 165,882     $  54,633
                                            ============   ============

Total Liabilities                             $  28,550     $  58,062
                                            ============   ============

Accumulated Deficit                         $(1,279,791)    $(205,429)
                                            ============   ============

Shareholder's Equity (Deficiency)              $137,332     $(  3,429)
                                            ============   ============

Note: Since its inception, the Company's efforts have been devoted to raising
capital and seeking out companies to acquire. Accordingly, through the date of
these financial statements, the Company is considered to be in the development
stage and the accompanying financial statements represent those of a development
stage enterprise.

ITEM 7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

     The following discussion of our financial condition and results of
operations should be read in conjunction with the financial statements and the
related notes included elsewhere in this report. This discussion contains
forward-looking statements, the accuracy of which depends on risks and
uncertainties. Actual results could differ materially from those expressed in
the forward-looking statements.

Overview

     Since its inception, the Company's efforts have been devoted to raising
capital and seeking out companies to acquire. Accordingly, through the date of
these financial statements, the Company is considered to be in the development
stage and the accompanying financial statements represent those of a development
stage enterprise.

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

     The Company has experienced a loss since inception and has negative cash
flows from operations and has an accumulated deficit of $1,279,791. For the
period ended December 31, 2000, the Company experienced a net loss of $1,074,362
as compared to a net loss of $205,429 during the prior fiscal year.

     Management plans include the raising of capital and seeking out companies
to acquire. On March 15, 2001 the Company signed a letter of intent for the
acquisition of a company. There is no assurance that Management will complete
the acquisition or be able to raise capital. Failure to raise capital may result
in the Company depleting its available funds, not being able to fund its
investment pursuits and cause it to curtail or cease operations. Additionally,
even if the Company does raise sufficient capital, there can be no assurances
that the net proceeds will be sufficient to enable it to develop business to a
level where it will generate profits and cash flows from operations. These
matters raise substantial doubt about the Company's ability to continue as a
going concern.

     For the period from inception through December 31, 2000, our activities
were limited to: investigating and identifying potential eligible portfolio
companies; raising capital through the offering of our stock; structuring and
negotiating investment contracts with four eligible portfolio companies, Encore
Investments, Inc., Sigma Solutions, Inc., Transition 1/Management Accounting
Systems, Inc. and Vivocom, Inc. (see Item 1); and performing due diligence
concerning identified eligible portfolio companies. As a result of these
activities, our operating expense were $839,276 for the year ended December 31,
2000 as compared to operating expense of $199,370 for the period from inception
(April 6, 1999) through December 31, 1999. We have not yet acquired any
portfolio investments and since inception we have had no revenues.

     Our goal continues to be to investigate investment opportunities within
private companies involved in building the Internet infrastructure. Our
investment goals for this year is to consummate at least one investment
transaction with an eligible portfolio company that is poised to produce near
term business success to substantiate continued interest and viability of our
equity.

     Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and hedging activities. It requires that an
entity recognizes all derivatives as either assets or liabilities in the
statement of financial position and measures these instruments at fair market
value. SFAS No. 133 has been amended by SFAS No. 137, which delayed the
effective date to periods beginning after June 15, 2000. The Company, to date,
has not engaged in derivative and hedging activities.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Origin does not engage in any hedge transactions or hold any derivative
financial instruments. As of the end of 2000, Origin was not exposed to any
material interest-rate, foreign-currency, commodity-price or other type of
market or price risk.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data called for by this item are
listed in the accompanying table of contents for financial statements and
financial statement schedule and are filed herewith.

ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information about our directors and executive officers,
including information about their principal occupations during the last five
years, other directorships held by them, and their ages. Directors are elected
to serve until the next annual meeting. Officers are elected annually by our
directors and serve at the discretion of the Board.


Name                      Age      Position
----                      ---      --------

Omar A. Rizvi             34       Chairman of the Board and President

Gregory H. Laborde        36       Director and Chief Executive Officer and
                                   interim Corporate Secretary

David W. Sear             55       Advisory Director

Ronald J. Kaufman         31       Advisory Director

Backgrounds

     Omar A. Rizvi. Mr. Rizvi has held the positions of Chairman of the Board
and President of Origin since Origin was formed in April 1999. Since 1993 he has
been Managing Partner of Rizvi & Associates, LLP, a Chicago law firm
specializing in corporate and securities law. From June, 1997 to December, 1998
he held the position of Executive Vice President and General Counsel at Griffin
Industries, Inc., a Seattle-based business development company specializing in
equipment rental and distribution companies. There he was responsible for
managing all aspects of Griffin's corporate, transactional and
securities-related legal work from the time of its incorporation to its
successful raising of several million dollars in equity capital. While at
Griffin he also organized an in-house due-diligence review program for assessing
investment opportunities in potential eligible portfolio companies. From 1994 to
1995, Mr. Rizvi was General Counsel for Hughes Resources, Inc., an oil and gas
holding and distribution company located in Houston, Texas. He has acted as
issuer's counsel for several publicly traded companies, including Canton
Industrial and Applied Technologies, Inc. Mr. Rizvi holds a B.A. in economics
and philosophy with a minor in engineering from the University of Illinois, a
J.D. from the University of San Francisco School of Law, and an LL.M. (master of
laws degree) in securities regulation from the Georgetown University Law Center.

     Gregory H. Laborde. Mr. Laborde has been a director and the Chief Executive
Officer of Origin since April 1999. Since January 1998, he has been the
President and CEO at GHL Group, Ltd., a New York City-based corporate consulting
firm he founded. GHL Group specializes in providing private companies with
strategic financial planning and assisting them with the processes of going
public, raising additional capital and increasing shareholder awareness. From
1986 to 1997, Mr. Laborde has worked as an investment banker and producing
stockbroker at a number of investment banks and brokerage firms in New York
City. During that time, he was involved in over 20 public and private financing
transactions involving such companies as Dove Entertainment, a firm he helped
structure and which he assisted in raising $7.5 million in a private placement.
From February 1997 to January 1998 he was a partner with Tiger Financial Group,
LLC an investment banking firm. From June 1994 to February 1997 Mr. Laborde was
a producing stock broker with Whale Securities Co., LP. Mr. Laborde holds a B.S.
in engineering from Lafayette College.

David W. Sear, Ph.D. Dr. Sear, who holds a Ph.D. in solid state physics from the
University of London, has been an advisory director of Origin since April 1999.
An advisory director is not a member of the Board of Directors. From 1994 to
1996, Dr. Sear was employed by Integrated Circuit Systems of San Jose,
California, a semiconductor manufacturing and design company where he was
responsible for marketing and engineering. From 1995 to 1996, Dr. Sear was that
company's President and Chief Operating Officer. While there, he focused his
efforts on restructuring the company to develop a CMOS single-chip 100Mbs
Ethernet transceiver. From 1991 to 1994, Dr. Sear was the President and Chief
Operating Officer of Catalyst Semiconductor. During his tenure there, in May
1993, Catalyst Semiconductor raised $33 million in a public offering. From 1987
to 1991, Dr. Sear was employed by Fujitsu Microelectronics as Vice President of
Marketing for all of Fujitsu's integrated services products marketed in North
and South America. From 1984 to 1987, Dr. Sear was Vice President of Marketing
and Sales at ICI Array Technology, whose sales at the time increased from $1
million in 1983 to $5.5 million in 1984 and $14.5 million in 1985. From 1978 to
1980, Dr. Sear held the position of Manager of Worldwide Computer Marketing at
Advanced Micro Devices. In addition, Dr. Sear founded Perex, Inc., a U.S.-based
subsidiary of a U.K. peripherals company.

     Ronald J.  Kaufman.  Mr.  Kaufman has been an  advisory  director of Origin
since November, 1999. Since April 1999 he has been Director of US operations for
International  Informatics  Solutions,  a subsidiary of  British-owned FI Group,
which provides Business Technology Solutions.  From February 1997 to March 1999,
Mr.  Kaufman held the position of Vice  President of Business  Development  with
Anderson  Consulting  in New York  City,  where he  worked  to  restructure  the
Business  Technology Services group of Anderson  Consulting.  From March 1996 to
February  1997,  Mr.  Kaufman  served as Chief  Information  Officer  of Process
Engineering  for  the  Corporate  Technology  group  of GE  Capital,  where  his
responsibilities  included capitalization of applications development across all
28-business  groups.  From May 1993 to March 1996,  Mr. Kaufman worked as Senior
Project Manager at GE Capital in Stamford, Connecticut. Mr. Kaufman obtained the
rank of Lieutenant in the United States Navy in 1993 and has served  overseas in
the Persian Gulf Theater and in Bosnia as Weapons  Logistics  Officer aboard the
USS Mount Baker AE-34 and USS Santa Barbara AE-28.  Mr. Kaufman holds an M.A. in
management  information  systems from New York University as well as a M.A. from
Lehigh  University.  Mr. Kaufman has a B.S. in Psychology from the University of
North Carolina.

     On September 5, 2000 Mr. Scott  Lindenberger  tendered his  resignation  as
Corporate  Secretary  of V.P. of  Operations  of the Company.  Mr.  Lindenberger
retained  options to 25,000  shares at $0.10 per share  previously  granted  and
forfeited  his  previously  granted  option to purchase  25,000 common shares at
$0.20 per share.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires our executive officers and directors, and persons who beneficially own
more than 10% of a registered class of Origin's equity securities, to file
reports of beneficial ownership and changes in ownership with the SEC. Our
executive officers, directors and 10% beneficial owners have filed these
reports.


ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

         The following table provides information about the compensation earned
by Origin's executive officers during Origin's prior two fiscal years.


<TABLE>

<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                              Long Term Compensation
                                   Annual Compensation                Awards              Payouts



                           (a)    (b)     (c)                                                              (b)
Name                                                                              Securities
and                                              Other           Restricted       Underlying
Principal                                        Annual          Stock            Options/     LTIP     All Other
Position                  Year   Salary   Bonus  Compensation    Awards           SARs         Payouts  Compensation
========================= ====== ======= ======= =============== ================ ============ ======= =============
<S>                         <C>    <C>     <C>         <C>             <C>                <C>   <C>            <C>
Omar A. Rizvi
Chairman, President        2000     0       0           0               -                 0/0    -        $111,212
                           1999     0       0           0               -           200,000/0    -        $ 50,825

========================= ====== ======= ======= =============== ================ ============ ======= =============

Gregory H. Laborde         2000     0       0           0               -                 0/0    -        $65,618
CEO, Director              1999     0       0           0               -           200,000/0    -          -

========================= ====== ======= ======= =============== ================ ============ ======= =============
Scott K. Lindenberger      2000     0       0           0               -                 0/0    -        $17,951
Corporate Secretary        1999     0       0           0               -            50,000/0    -          -
========================= ====== ======= ======= =============== ================ ============ ======= =============
</TABLE>
Footnotes to table:


(a) Origin was formed in April 1999 and had no  operations  during 1998.

(b) Salary was not paid to any employee during the 2000 fiscal year. Officers
Rizvi, Laborde and Lindenberger received consulting fees from the company for
services each rendered.

(c) Bonuses are not calculable at this time no bonuses were paid to any employee
during the 2000 fiscal year. Bonuses will be disclosed as appropriate in
subsequent fiscal years.

     (d) Origin paid $18,888 to Mr. Rizvi's law firm, Rizvi & Associates, LLP,
for its legal services to Origin. The amount of $18,888 represents 75% of Rizvi
& Associates' regular rates for the services that were performed. Origin paid
$50,825 to Mr. Rizvi's law firm during the period from inception (April 6, 1999)
through December 31, 1999.



Stock Options Granted

     No options were granted to any officer or director during fiscal year 2000.


Option Exercises and Year-End Values

         The following table provides information about fiscal year 2000
exercises, exercisability and year-end values, of Origin stock options held by
the company's executive officers.

<TABLE>
<CAPTION>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                            AND FY-END OPTION VALUES

------------------------------- ----------------- ------------------ ------------------- --------------------
                                                                     Number of
                                                                     Securities           Value of
                                                                     Underlying           Unexercised
                                                                     Unexercised          In-the-Money
                                                                     Options              Options
                                                                     at FY-End            at FY-End
                                                                     Shares
                                Acquired on                          Exercisable/        Exercisable/
Name                            Exercise (#)      Value Realized ($) Unexercisable       Unexercisable(1)
------------------------------- ----------------- ------------------ ------------------- --------------------
<S>                                 <C>                  <C>               <C>                  <C>
Omar A. Rizvi                        0                  0.00         200,000/0            $34,000/0
Chairman, President
------------------------------- ----------------- ------------------ ------------------- --------------------
Gregory H. Laborde                   0                  0.00         200,000/0            $34,000/0
CEO, Director
------------------------------- ----------------- ------------------ ------------------- --------------------
Scott K. Lindenberger                0                  0.00          25,000/0            $5,500/0
Corporate Secretary
------------------------------- ----------------- ------------------ ------------------- --------------------
</TABLE>
----------
     1 Calculated as the difference between the fair market value of the
securities underlying the options or SARs and the exercise or base price of the
options or SARs at fiscal year-end. The last sale price used was $0.32, as
quoted 12/29/00.

 Compensation of Directors

     Members of Origin's Board of Directors each received an annual stipend in
the amount of $5,000 and were reimbursed expenses incurred in connection with
their travel. Origin intends on beginning to pay non-employee directors a per
diem fee of $500 for attendance in person at any meeting of the Board or any
Board committee, as well as reimbursement for their expenses in connection with
attending such meetings.

Executive Officer Employment Agreements

     There are currently no employment contracts between Origin and any of its
officers or directors. However, we anticipate that upon successful completion of
the current Vivocom purchase and investment, current officers will continue on
with the Company under five year employment contracts.

Compensation Committee Interlocks and Insider Participation

     Origin's  compensation  committee is a committee consisting of 3 members of
the Origin Board of Directors and Advisors. The current members of the Committee
are Omar A. Rizvi,  Chairman of the Board and  President  of Origin,  Gregory H.
Laborde,  Chief  Executive  Officer of Origin,  and Dr. David W. Sear,  Advisory
Director of Origin. There are no compensation committee interlocks involving Mr.
Rizvi or Mr.  Laborde or any other  officer,  director or  advisory  director of
Origin.

     Omar Rizvi is also the Managing Partner of Rizvi & Associates, L.L.P., a
California limited liability partnership which maintains offices in Chicago and
San Francisco. Although there was and is no formal contract for services between
Rizvi & Associates and Origin, Rizvi & Associates has provided
corporate-transactional and securities-regulatory legal services to Origin
during fiscal year 2000 for a fee of $18,888. Because Mr. Rizvi is both an
officer and director of Origin as well as a managing partner of Rizvi and
Associates, these transactions cannot be construed as occurring at arms length
between Origin and Rizvi and Associates. Mr. Rizvi will receive an indirect
pecuniary benefit as a partner of Rizvi and Associates from this arrangement.
However, Rizvi & Associates has charged 75% of their regular rates to offset any
unfair dealing that could result from the transactions not occurring at arms
length.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Five-Percent Beneficial Owners

     The following table sets forth the beneficial ownership of Origin common
stock as of April 10, 2001 by persons who beneficially owned more than 5% of the
common stock. The percentage of shares of common stock shown for each person
listed is based on shares of common stock outstanding as of April 10, 2001.
Management believes that each of the persons listed in the table has sole
investment and sole voting power over the shares indicated next to their names.


Name and Address                   Number of Shares              Percentage of
of Beneficial Owner                Beneficially Owned            Common Stock
-------------------                ------------------            ------------
Omar A. Rizvi                      1,200,000 (1)                 21.61%
233 17th Street
Manhattan Beach, CA 90266

Gregory H. Laborde                 1,200,000 (2)                 21.61%
115 Morris Street, Apt. 1217
Jersey City, New Jersey 07302

----------

          (1)  Mr. Rizvi beneficially owns 1,000,000 restricted common shares
               and has the right to acquire beneficial ownership of an
               additional 200,000 shares through exercise of options owned by
               him.

          (2)  Mr. Laborde beneficially owns 1,000,000 restricted common shares
               and has the right to acquire beneficial ownership of an
               additional 200,000 shares through exercise of options owned by
               him.


Directors and Executive Officers

         The following table shows the beneficial ownership of Origin common
stock as of April 10, 2001 by Origin executive officers, directors, nominees for
director, and executive officers and directors as a group. The percentage of
shares of common stock shown for each person listed is based on shares of common
stock outstanding as of April 10, 2001. Management believes that each of the
persons listed in the table has sole voting and sole investment power over the
shares indicated next to their names.

Name of                       Number of Shares                   Percentage of
Beneficial Owner              Beneficially Owned                 Common Stock
----------------              ------------------                 ------------
Omar A. Rizvi                      1,200,000 (1)                      21.61%
President, Chairman of
the Board

Greg H. Laborde                    1,200,000 (2)                      21.61%
Chief Executive Officer,
Director

Scott K. Lindenberger                 25,000 (3)                       0.47%
Corporate Secretary

All Directors and Officers         2,425,000                          41.97%
as a Group

----------
     (1)  Mr. Rizvi beneficially owns 1,000,000 restricted common shares and has
          the right to acquire beneficial ownership of an additional 200,000
          shares through exercise of options owned by him.

     (2)  Mr. Laborde beneficially owns 1,000,000 restricted common shares and
          has the right to acquire beneficial ownership of an additional 200,000
          shares through exercise of options owned by him.

     (3)  Mr. Scott K. Lindenberger has the right to acquire beneficial
          ownership of 25,000 shares of common stock through exercise of options
          owned by him.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  following  persons  are said to have  direct  interests  in Origin
Investment  Group, Inc. by virtue of their security holdings or otherwise deemed
to be  "affiliated"  as that term is defined  in  Section  56 of the  Investment
Company Act of 1940: Omar A. Rizvi and Gregory H. Laborde.

         The Chairman and President of the Origin Investment Group, Inc., Mr.
Omar Rizvi, is also the Managing Partner of Rizvi & Associates, L.L.P., a
California limited liability partnership which maintains offices in Chicago and
San Francisco. Although there was and is no formal contract for services between
Rizvi & Associates and Origin, Rizvi & Associates has provided
corporate-transactional and securities-regulatory legal services to Origin
during fiscal year 2000 for a fee of $18,888. Mr. Rizvi will receive an indirect
pecuniary benefit as a partner of Rizvi and Associates from this arrangement.
Because Mr. Rizvi is both an officer and director of Origin as well as a
managing partner of Rizvi and Associates, these transactions between Origin and
Rizvi and Associates have not occurred at arms length. However, Rizvi &
Associates has charged 75% of their regular rates to offset any unfair dealing
that could result from the transactions not occurring at arms length.

     Notwithstanding the foregoing, we have not entered into any transaction, or
series of similar transactions, since the beginning of our last fiscal year, and
there are no currently proposed transactions or series of similar transactions
to which Origin or any of our subsidiaries were or is to be a party involving
amounts in excess of $60,000 and in which Mr. Rizvi or Mr. Laborde had or is to
have a direct or indirect material interest.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

Documents Filed As Part Of Report

1.       Financial Statements

Index to Financial Statements                                        Page Number

INDEPENDENT AUDITORS' REPORT                                         F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                   F-2
FINANCIAL STATEMENTS
  Balance Sheets                                                     F-3 -F-4
  Statements of Operations                                           F-5
  Statement of Stockholders' Equity (Deficiency)                     F-6 -F-7
  Statements of Cash Flows                                           F-8 -F-9
Notes To Financial Statements                                        F-10 -F21

2.       Financial Statement Schedules

[All schedules are omitted because they are not applicable or not required, or
because the required information is included in the Financial Statements or
Notes to Financial Statements.]

3.       Exhibits

Exhibit
Number    Description

     2.1  Letter of Intent, dated July 24, 2000, between Origin and Transition
          1/Management Accounting Systems, Inc.

     2.2  Stock Purchase Agreement, dated September 28, 2000, between Origin and
          Transition 1/Management Accounting Systems, Inc.

     2.3  Amendment to Stock Purchase Agreement, dated October 31, 2000, between
          Origin and Transition 1/Management Accounting Systems, Inc.

     2.4  Letter  of  Intent,  dated  June 5,  2000,  between  Origin  and First
          Fidelity Capital, Inc.

     2.5  Letter of Intent,  dated September 12, 2000,  between Origin and First
          Fidelity Capital, Inc.

     3.1  Articles of Incorporation of Origin filed with the Maryland Secretary
          of State on April 6, 1999. (Incorporated herein by reference to
          Exhibit 3(i) to Form 10 filed by Origin on August 16, 1999.)

     3.2  Bylaws of Origin. (Incorporated herein by reference to Exhibit 3(ii)
          to Form 10 filed by Origin on August 16, 1999.)

     10.1 Agreement, dated May 31, 2000, between Origin and International
          Investor Relations Group of Altamonte Springs, Florida (Incorporated
          herein by reference to Exhibit 10.1 to Form 10-Q filed by Origin on
          August 23, 2000)

REPORTS ON FORM 8-K

     The registrant filed reports on form 8-K on the following dates and
disclosed the following items on those dates.

         Date Filed                         Items Disclosed

         7/27/00                            4,5
         8/23/00                            4,5
         11/24/00                           4


                                   SIGNATURES

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


Date:     April 18, 2001              ORIGIN INVESTMENT GROUP, INC.


                                   /S/  OMAR A. RIZVI
                                   -----------------------------------------
                                   Omar A. Rizvi, President

 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



Date:     April 18, 2001              /S/  OMAR A. RIZVI
                                   -----------------------------------------
                                   Omar A. Rizvi, President and Director


Date:     April 18, 2001              /S/  GREG H. LABORDE
                                   -----------------------------------------
                                   Greg H. Laborde, CEO and Director


Date:     April 18, 2001              /S/  DAVID W. SEAR
                                   -----------------------------------------
                                   David W. Sear, Director

Date:     April 18, 2001           /S/  RONALD J. KAUFMAN
                                   -----------------------------------------
                                   Ronald J. Kaufman, Director

                                            ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

     For the Year Ended December 31, 2000 and For the Period April 6 (Inception)
Through December 31, 1999


                          ORIGIN INVESTMENT GROUP, INC.


                                    CONTENTS
--------------------------------------------------------------------------------

                                                                            Page
INDEPENDENT AUDITORS' REPORT                                         F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                   F-2
FINANCIAL STATEMENTS
  Balance Sheets                                                     F-3 -F-4
  Statements of Operations                                           F-5
  Statement of Stockholders' Equity (Deficiency)                     F-6 -F-7
  Statements of Cash Flows                                           F-8 -F-9
Notes To Financial Statements                                        F-10 - F21

<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
Origin Investment Group, Inc.


     We have audited the accompanying balance sheet of Origin Investment Group,
Inc. (A Development Stage Company) as of December 31, 2000 and the related
statements of operations, changes in stockholders' equity deficiency and cash
flows for the year then ended and cumulative from April 6, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Origin Investment Group,
Inc. as of December 31, 2000, and the results of its operations and its cash
flows for the year ended December 31, 2000 and cumulative from April 6, 1999 in
conformity with generally accepted accounting principles.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company incurred a net loss of $1,074,362, and there
are existing uncertain conditions that the Company faces relative to capital
raising activities. These conditions raise substantial doubt about its ability
to continue as a going concern. Management's plans regarding those matters also
are described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Marcum & Kliegman, LLP

April 14, 2001
New York, New York


                                       F-1


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors of
Origin Investment Group, Inc.
Chicago, Illinois


     We have audited the accompanying balance sheet of Origin Investment Group,
Inc. (A Development Stage Company) as of December 31, 1999 and the related
statement of operations, changes in stockholders equity (deficiency) and cash
flows for the period from inception (April 6, 1999) through December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Origin Investment Group,
Inc. (A Development Stage Company) as of December 31, 1999, and the results of
its operations and its cash flows for the period from inception (April 6, 1999)
through December 31, 1999, in conformity with U.S. generally accepted accounting
principles.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company is
in the development stage and has incurred losses since inception and has
negative cash flows from operations and has a stockholders' equity deficiency.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/S/ BDO Seidman, LLP

Chicago, Illinois
February 15, 2000

                                       F-2

<PAGE>




                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                           December 31, 2000 and 1999
--------------------------------------------------------------------------------

                                                                          ASSETS


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


Cash and cash equivalents                             $66,458              $908
Advances to Officer for business expenses                  --            12,103
Miscellaneous receivable                                   --             4,250
Prepaid expenses                                       77,600            25,000
Interest receivable - Officer                           9,791                --
Other                                                      --             8,550
                                                    ---------          ---------
       Total Current Assets                           153,849            50,811


PROPERTY AND EQUIPMENT, Net                            12,033             3,822
                                                    ---------          ---------

       TOTAL ASSETS                                  $165,882           $54,633
                                                    =========          =========

The accompanying notes are an integral part of these financial statements.

                                       F-3

<PAGE>






















                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                           December 31, 2000 and 1999
--------------------------------------------------------------------------------



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)


                                                         2000              1999
                                              ----------------     -------------
CURRENT LIABILITIES
  Accounts payable and accrued expenses                $28,550          $58,062
                                                   -----------      ------------
       TOTAL CURRENT LIABILITIES                        28,550           58,062
                                                   -----------      ------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Preferred stock $.001 par value, 5,000,000
   shares authorized, None issued
   and outstanding                                          --               --
  Common stock, $.001 par value,
   50,000,000 shares authorized;
    5,353,216 and 4,000,000,
    respectively, issued and outstanding                 5,353            4,000
  Additional paid-in-capital                         1,609,770          396,000
  Subscription receivable                             (198,000)        (198,000)
  Deficit accumulated during development stage      (1,279,791)        (205,429)
                                                   ------------     ------------

       TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)         137,332           (3,429)
                                                   ------------     ------------

       TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY (DEFICIENCY)                          $165,882          $54,633
                                                   ============     ============

The accompanying notes are an integral part of these financial statements.

                                       F-4

<PAGE>






                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                      For the Year Ended December 31, 2000,
     For the Period April 6, 1999 (Inception) Through December 31, 1999 and
       For the Period April 6, 1999 (Inception) Through December 31, 2000

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

<TABLE>
<CAPTION>


                                                                                                 For the Period
                                                                                For the period       April 6, 1999
                                                                                April 6, 1999         (Inception)
                                                                             (Inception) through    through December
                                                                2000          December 31, 1999         31, 2000
                                                         ------------------- --------------------- -----------------
<S>                                                                 <C>                  <C>                 <C>
OPERATING EXPENSES
 Professional fees and consulting fees                     $    246,278             $109,442         $   355,720
 Travel and entertainment                                       217,127               31,655             248,782
 General and administrative expenses                            181,090               58,273             239,363
 Officers and directors compensation                            194,781                   --             194,781
                                                           ------------           ----------         -----------
   TOTAL OPERATING EXPENSES                                     839,276              199,370           1,038,646
                                                           ------------           ----------         -----------

OTHER EXPENSES
 Interest expense, net                                           35,086                                   35,086
 Break up fee                                                   200,000                                  200,000
 Other expenses, net                                                 --                6,059               6,059
                                                           ------------           ----------         -----------
   TOTAL OTHER EXPENSES                                         235,086                6,059             241,145
                                                           ------------           ----------         -----------


NET LOSS                                                    $(1,074,362)           $(205,429)        $(1,279,791)
                                                           =============         ============        ============

NET LOSS PER COMMON SHARE -
BASIC AND DILUTED                                                $(0.23)              $(0.07)
                                                                ========             ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                    4,673,042            2,777,357
                                                              ==========           ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       F-5

<PAGE>
















                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

      For            the Year Ended December 31, 2000 and for the Period April
                     6, 1999 (Inception) through December 31, 1999

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


<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                                                                        During
                                                                Additional Paid-in  Subscription      Development
                                          Common Stock                Capital        Receivable           Stage             Total

------------------------------------------------------------------------------------------------------------------------------------
                                     Shares          Amount
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>               <C>               <C>              <C>           <C>

Issuance Of Shares Of
Common Stock                        4,000,000         $4,000       $   396,000        $(198,000)      $       --        $202,000

Net loss                                   --             --                --                --         (205,429)      (205,429)
                                    ---------        -------       -------------      -----------     ------------      ------------
         BALANCE AT 12/31/99        4,000,000          4,000           396,000          (198,000)        (205,429)        (3,429)

Issuance of shares in connection
with January  18, 2000 offering       100,000            100            99,900                --               --        100,000

Issuance of shares in connection
with February 12, 2000 offering        21,390             21            99,977                --               --         99,998

Issuance of shares in connection
with April 14, 2000 offering           50,000             50            49,950                --               --         50,000

The accompanying notes are an integral part of these financial statements.

</TABLE>
                                       F-6
<PAGE>






                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

      For            the Year Ended December 31, 2000 and for the Period April
                     6, 1999 (inception) through December 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                        Deficit Accumulated
                                                  Additional Paid-in     Subscription   During
                                    Common Stock        Capital           Receivable    Development Stage      Total
                                   ----------------
                                  Shares Amount

-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>     <C>         <C>              <C>                <C>                 <C>
Issuance of shares
in connection with
May 8, 2000 offering,
net of offering
costs                            142,000   $  142     $96,358         $    --             $     --           $   96,500

Issuance of shares
in connection with
June 6, 2000 offering            324,999      325     243,425              --                   --              243,750

Issuance of shares
in connection with
June 12, 2000 offering            20,000       20      24,980              --                   --               25,000

Issuance of shares
in connection with
August 24, 2000 offering         344,827      345      99,655              --                   --              100,000

Issuance of shares
in connection with
September 12, 2000 offering,
net of offering costs            350,000      350     456,400              --                   --              456,750

Issuance of warrants                  --       --      43,125              --                   --               43,125

Net loss                              --       --          --              --           (1,074,362)          (1,074,362)
                               ---------   ------  ----------      ----------          ------------         -------------
 BALANCE AT 12/31/00           5,353,216   $5,353  $1,609,770       $(198,000)         $(1,279,791)         $   137,332
                               =========   ======  ==========      ===========         ============         =============

   The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       F-7

<PAGE>


                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

   For                      the Year Ended December 31, 2000, for the period
                            April 6, 1999 (Inception) Through December 31, 1999
                            and for the Period April 6, 1999 (Inception) through
                            December 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                                      For the Period   For the Period
                                                                                       April 6, 1999    April 6, 1999
                                                                                        (Inception)      (Inception)
                                                                                          Through          Through
                                                                                       December 31,      December 31,
                                                                           2000            1999             2000
                                                                    ---------------- ---------------  -----------------
<S>                                                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                              $(1,074,362)      $(205,429)    $(1,279,791)
                                                                     -----------      -----------      ------------
 Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                            1,152             389           1,541
    Amortization of financing costs                                         43,125              --          43,125
 Changes in operating assets and liabilities:
    Miscellaneous receivable                                                 4,250          (4,250)             --
    Advances to Officer                                                     12,103         (12,103)             --
    Interest receivable - Officer                                           (9,791)                         (9,791)
    Prepaid expenses                                                       (44,050)        (33,550)        (77,600)
    Accounts payable and accrued expenses                                  (29,512)         58,062          28,550
                                                                       ------------      ----------    ------------
       TOTAL ADJUSTMENTS                                                   (22,723)          8,548         (14,175)
                                                                       ------------      ----------    ------------
       NET CASH USED IN OPERATING
         ACTIVITIES                                                     (1,097,085)       (196,881)     (1,293,966)


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                        (9,363)         (4,211)        (13,574)

CASH FLOWS PROVIDED BY FINANCING
 ACTIVITIES
  Net proceeds from issuance of common stock                             1,171,998          202,000      1,373,998
                                                                        ----------       ----------    -----------
       NET INCREASE IN CASH AND
       CASH
         EQUIVALENTS                                                        65,550             908          66,458


CASH AND CASH EQUIVALENTS - Beginning                                          908              --              --
                                                                        ----------       ----------    -----------

CASH AND CASH EQUIVALENTS  - Ending                                   $     66,458     $       908    $     66,458
                                                                      ============     ============    ===========

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F-8
<PAGE>



                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                       STATEMENTS OF CASH FLOWS, Continued

       For the Year Ended December 31, 2000, for the period April 6, 1999
     (Inception) Through December 31, 1999 and for the Period April 6, 1999
                      (Inception) through December 31, 2000
--------------------------------------------------------------------------------



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
                                                                                    For the Period   For the Period
                                                                                     April 6, 1999    April 6, 1999
                                                                                      (Inception)      (Inception)
                                                                                        Through          Through
                                                                        2000          December 31,     December 31,
                                                                                         1999             2000
                                                                   -------------   --------------   ----------------
<S>                                                                         <C>          <C>                <C>
Cash paid during the years for:

  Interest                                                                $2,300          --             $2,300

The accompanying notes are an integral part of these financial statements.

</TABLE>
                                       F-9
<PAGE>





                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 -Description of Business, Going Concern Uncertainty and Managements Plans

     The Company and Nature of Business

Origin Investment Group, Inc. (the "Company") was incorporated on April 6, 1999
and is in the business of venture capital, which is providing growth capital to
emerging companies. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940 and will operate as
a nondiversified company. Since its inception, the Company's efforts have been
devoted to raising capital and seeking out companies to invest in. Accordingly,
through the date of these financial statements, the Company is considered to be
in the development stage and the accompanying financial statements represent
those of a development stage enterprise.

       Going Concern Uncertainty and Management Plans

     As shown in the accompanying financial statements, the Company incurred a
net loss of $1,074,362 during the year ended December 31, 2000 resulting in an
deficit accumulated during development stage of $1,279,791. Management plans
include the raising of capital and seeking out companies to acquire. On March
15, 2001 the Company signed a letter of intent (See Note 11) for the acquisition
of a Company. There is no assurance that Management will complete the pending
acquisition or be able to raise capital. Failure to raise capital may result in
the Company depleting its available funds, not being able to fund its investment
pursuits and cause it to curtail or cease operations. Additionally, even if the
Company does raise sufficient capital, there can be no assurances that the net
proceeds will be sufficient to enable it to develop business to a level where it
will generate profits and cash flows from operations.

     These matters raise substantial doubt about the Company's ability to
continue as a going concern. However, the accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. These
financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.


NOTE 2 - Summary of Significant Accounting Policies

     Cash and Cash Equivalents

     For purposes of the statement of cash flows, the Company considers all
short-term investments with an original maturity of three months or less to be
cash equivalents.


     Advances for Business Expenses

     During the period ended December 31, 1999 the Company advanced cash to an
officer for business expenses that were incurred by the officer on the Company's
behalf. Net amounts advanced against reimbursable expenses at December 31, 1999
were used for business expenses during the year ended December 31, 2000.

                                      F-10
<PAGE>
NOTE 2 - Summary of Significant Accounting Policies, continued

     Property and Equipment and Depreciation

     Property and equipment is stated at cost and is depreciated using the
straight line method over the estimated useful lives of the respective assets.
Routine maintenance, repairs and replacement costs are expensed as incurred and
improvements that extend the useful life of the assets are capitalized. When
property and equipment is sold or otherwise disposed of, the cost and related
accumulated depreciation are eliminated from the accounts and any resulting gain
or loss is recognized in operations.

     Reclassifications

     Certain accounts in the prior year financial statements have been
reclassified for comparative purposes to conform with the presentation in the
current year financial statements. These reclassifications have no effect on
previously reported operations.

     Income Taxes

     The Company accounts for income taxes under Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes". Under SFAS
No. 109, the assets and liabilities are based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.

     Use of Estimates in the Financial Statements

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent asset 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.

     Net Loss Per Common Share

     The Company computes per share amounts in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". SFAS No.
128 eliminates the presentation of the primary and fully dilutive earnings per
share ("EPS") and requires presentation of the basic and diluted EPS. Basic EPS
is computed by dividing the income (loss) available to Common Stockholders by
the weighted-average number of common shares outstanding for the period. Diluted
EPS is based on the weighted-average number of shares of Common Stock and Common
Stock equivalents outstanding during the periods. Common stock equivalents have
been excluded from the weighted average shares outstanding calculation, as
inclusion is anti-dilutive.


     Stock-Based Compensation

     SFAS No. 123, "Accounting for Stock-Based Compensation" prescribes
accounting and reporting standards for all stock-based compensation plans,
including employee stock options, restricted stock, employee stock purchase
plans and stock appreciation rights. SFAS No. 123 requires employee compensation
expense to be recorded (i) using the new

                                      F-11
<PAGE>


NOTE 2 - Summary of Significant Accounting Policies, continued


     fair value method or (ii) using the existing accounting rules prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25") and related interpretations with pro forma disclosure of
what net income and earnings per share would have been had the Company adopted
the new fair value method. The Company accounts for employee stock based
compensation in accordance with the provisions of APB 25. For non-employees
options and warrants the Company uses the fair value method as prescribed in
SFAS 123.

       Fair Value of Financial Instruments

     SFAS No. 107, "Disclosures about Fair Value of Financial Instruments"
requires that the Company disclose estimated fair values of financial
instruments. The carrying amounts reported in the statement of financial
position for current assets and current liabilities qualifying as financial
instruments are a reasonable estimate of fair value.

       Business Segment

     SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information", establishes standards for the way that public enterprises report
information about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim financial
statements regarding products and services, geographic areas and major
customers. SFAS No. 131 defines operating segments as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. The Company has determined that
under SFAS No. 131, it operates in one segment.


       Computer Software Costs

     In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants ("AcSEC of AICPA") issued Statement of
Position ("SOP") No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use", effective for fiscal years beginning
after December 15, 1998. SOP No. 98-1 requires that certain costs of computer
software developed or obtained for internal use be continued capitalized and
amortized over the useful life of the related software.

       Start-up Activities Costs

     In April 1988, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Cost of Start-up
Activities." This SOP requires that the cost of start-up activities, including
organization costs, be expensed as incurred. The Company has followed this
policy since its inception.

                                      F-12
<PAGE>


NOTE 2 - Summary of Significant Accounting Policies, continued

       New Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", effective for fiscal years beginning after
June 15, 1999, which has been deferred to June 15, 2000 by publishing of SFAS
No. 137. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. This Statement requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial condition and measure
those instruments at fair value. The accounting for changes in the fair value of
a derivative instrument depends on its intended use and the resulting
designation. The Company does not expect that the adoption of this standard will
have a material impact on its financial statements.


NOTE 3 - Related Party Transactions

     During the year ended December 31, 2000 and for the period April 6, 1999
(Inception) through December 31, 1999, the Company incurred legal expenses of
$18,888 and $50,825, respectively, from Rizvi & Associates, L.L.P. whose
Managing Partner, Omar Rizvi, is the Company's Chairman and President.


NOTE 4 - Property and Equipment

     Property and equipment at December 31, 2000 and 1999 consist of the
following:
<TABLE>
<CAPTION>

                                                                                            Estimated
                                                            2000            1999         Useful Lives
                                                       -------------- -------------     -------------
<S>                                                            <C>           <C>               <C>
       Equipment and software                              $13,574        $4,211           5 years

       Less: accumulated depreciation                        1,541           389
                                                          --------       -------
           Property and Equipment, Net                     $12,033        $3,822
                                                          ========       =======
</TABLE>

     Depreciation expense for the year ended December 31, 2000 and for the
period April 6, 1999 (Inception) through December 31, 1999 was $1,152 and $389,
respectively.

                                      F-13
<PAGE>


NOTE 5 - Short Term Bridge Loan

In the third quarter 2000, the Company received an aggregated of $80,992 in the
form of short term bridge loans from four accredited investors. These bridge
loans varied in duration between one month and three months prior to maturity
and carried simple interest rates between 8-12% per annum. Each bridge loan
Investor also received Common Stock Warrants to purchase an aggregate of 248,968
shares of the Company's common stock , exercisable at $.40 per share that were
redeemable for between one to four shares of common stock for every dollar
loaned (See Note 10). All principal and interest had been returned to each of
the four accredited investors at December 31, 2000.

NOTE 6 - Stockholders' Equity (Deficiency)

     On May 5, 1999, 2,000,000 shares of restricted common stock were sold to
the Chairman of the Board and to the Chief Executive Officer (1,000,000 each) at
their par value of $.001 per shares. The shares are "restricted securities" as
defined in Rule 144 under the Securities Act of 1933 (The "Act"). The shares may
not be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act.

     Subsequent to this issuance, the Company's Board of Directors realized that
the initial value paid for these 2,000,000 shares was not equal to the sale
price of $.10 per share for the 2,000,000 shares sold in connection with an
offering commencing August 1999. Therefore, in order to pay the same value for
their shares as paid by the investors, each officer executed a secured
promissory note payable to the Company for $99,000 or 198,000 in total. The
notes were executed on January 12, 2000 and bear interest at 5.16% per year with
principal and interest due January 12, 2005. As of December 31, 2000 and 1999,
the subscription receivable amount of $198,000 and $198,000, respectively, is
reflected as a contra account in the stockholders' equity section on the balance
sheet. Accrued interest receivable relating to these notes as of December 31,
2000 and 1999 of $9,791 and $0, respectively is recorded as due from officer.

     On March 19, 2001 by consent of the Board of Directors and the advisory
directors, all principal and interest accrued in relation to these notes was
forgiven. The debt forgiveness will be recognized as compensation expense in the
first quarter 2001.

     In connection with a private offering, the Company sold 2,000,000 shares at
$.10 per share that commenced on August 24, 1999 and closed on December 3, 1999.

     On January 18, 2000 the Company sold 100,000 shares of common stock to an
investor for $100,000 or $1.00 per share.


                                      F-14
<PAGE>

NOTE 6 - Stockholders' Equity (Deficiency), continued

     On February 12, 2000, the Company sold 21,390 shares of common stock to an
investor for $99,998 or $4.67 per share.

     On April 14, 2000 the Company sold 50,000 shares of common stock to an
investor for $50,000 or $1.00 per share.

     On May 8, 2000 the Company offered to sell and on May 24, 2000 completed
the sale of 142,000 Units to investors for an aggregate of $106,500 or $.75 per
Unit. Net proceeds received was $96,500, net of direct related costs of $10,000.
Each Unit was comprised of one share of common stock and one common stock
purchase warrant. Each common stock purchase warrant is redeemable for one
restricted common stock upon a payment of $.75 per warrant (See Note 10).

On February 29, 2000, the Company offered to sell, 16,000 shares of Series A
Convertible Preferred Stock for $4,600,000 or $287.50 per share with a minimum
of $2,650,000 required to close. The Series A Convertible Preferred Stock was
convertible into common stock in stages occurring at one-month intervals over a
10-month period. In addition investors of the Series A Convertible Preferred
Stock were offered one additional share of restricted common stock for every
$10.00 they invested if they agreed to allow the Company to use their funds for
current working capital (Class 2) rather than deposit their funds in an escrow
account (Class 1).

On June 6, 2000 the required minimum was not reached and the Company terminated
the Series A Convertible Preferred Stock offering and on June 23, 2000, returned
to the Class 1 investors an aggregate of $638,763 plus accrued interest which
was previously recorded as restricted cash.

     Also on June 6, 2000 , in lieu of each Series A Convertible Preferred Stock
and restricted stock awarded to the Class 2 investors the Company offered 383.33
Units. Each Unit is comprised of one share of common stock and one Common Stock
Purchase Warrant where each Common Stock Purchase Warrant is redeemable for one
share of common stock at an exercise price of $1.50 (See Note 10). As a result
of this exchange, the Company issued 324,999 shares of common stock for $243,750
or .75 per share along with 324,999 common stock purchase warrants.


     On June 12, 2000 the Company sold 20,000 shares of its restricted common
stock to two accredited investors for $25,000 or $1.25 per share.

     On August 24, 2000 the Company sold an aggregate of 344,827 shares of
common stock to ten investors for $100,000 or $0.29 per share.

On August 29, 2000 the Company offered to sell and on September 12, 2000,
completed the sale of 350,000 shares of common stock to an investor for an
aggregate of $507,500 or $1.45 per share. Net proceeds received was $456,750,
net or direct related costs of $50,750.

                                      F-15
<PAGE>













NOTE 7 - Income Taxes


     The effective tax rate differs from the U.S. Statutory federal income tax
rate of 34% as described in the table below:

<TABLE>
<CAPTION>
                                                                                                   For the period
                                                                                                    April 6, 1999
                                                                                                     (Inception)
                                                                                                       through
                                                                                                     December 31,
                                                                                       2000              1999
                                                                                  ---------------- -----------------
        <S>                                                                                   <C>              <C>
       Federal tax                                                                      $ 366,000         $ 60,000
       State and local taxes, net of federal benefit                                       61,000           10,000
       Valuation allowance                                                               (427,000)         (70,000)
                                                                                       ----------        ---------

             Total                                                                      $      --         $     --
                                                                                      ===========       ==========
</TABLE>
     The components of deferred tax assets and liabilities at December 31, 2000
and December 31, 1999 consist of the following:
<TABLE>
<CAPTION>

       Deferred tax assets                                                             2000              1999
                                                                                 ------------------ -----------------
       <S>                                                                                    <C>          <C>
       Net operating loss carryforward                                                   $427,000      $70,000

       Less: Valuation Allowance                                                          427,000       70,000
                                                                                         --------      -------

             Total Deferred Tax Assets                                                    $    --      $    --
                                                                                         ========      =======


       Deferred income taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is
required if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Management concluded a valuation allowance was appropriate at December 31, 2000
and 1999 due to operating losses.

     At December 31, 2000, the Company has net operating loss carry forwards of
approximately $1,220,000 which will expire in years 2019 and 2020.

 </TABLE>


                                      F-16
<PAGE>

NOTE 8 - Commitments and Contingencies

       Office Lease

     The Company is currently renting office space in four locations. One office
is in Chicago Illinois, one is located in New York City and two are located in
Los Angeles, California. One of the locations in Los Angeles is a personal
residence of an officer of the Company whereby the officer uses this location as
a home office and the Company pays one half of the monthly rent. All rental
agreements are on a month to month basis. Rent expense for the year ended
December 31, 2000 and for the period April 6 (Inception) through December 31,
1999 was $58,836 and $23,000, respectively.

       Stock purchase agreements

On December 31, 1999 the Company entered into a stock purchase agreement
which was subsequently amended on March 2, 2000 and March 24, 2000 whereby the
Company would acquire 100% of the outstanding stock of Encore Investments, Inc.
and Sigma Solutions, Inc. The Company was not able to raise the requisite amount
of capital necessary to close the purchase of stock of Encore Investments, Inc.
and Sigma Solutions, Inc. and therefore the purchase agreement was terminated on
May 16, 2000. A break up fee was paid to the principals of Encore Investments,
Inc. and Sigma Solutions, Inc. by the Company in the amount of $200,000.

     On September 28, 2000, the Company entered into a stock purchase agreement
which was subsequently amended on October 31, 2000, whereby the Company would
acquire 100% of the outstanding stock of Transition 1/ Management Accounting
Systems, Inc. On November 15, 2000, this agreement was terminated due to the
parties being unable to reach an agreement as to a fair valuation for the
transaction.

       Consulting Agreement

On May 31, 2000 the Company entered into a consulting agreement with
International Investor Relations Group, Inc ("IIRG") whereby IIRG will provide
among other things road shows, media placements and news releases through
November 30, 2001. The total fee for these services is $400,000 plus 100,000
warrants to purchase the Company's common stock at 100% of the market value,
100,000 warrants to purchase the Company's common stock at 150% of the market
value and 100,000 warrants to purchase the Company's common stock at 200% of the
market value. To date IIRG has not performed any services relating to this
agreement and therefore the $75,000 initial payment to IIRG is recorded as a
prepaid expense as of December 31, 2000. The Company also has not issued any
warrants to IIRG as of December 31, 2000.

                                      F-17
<PAGE>



NOTE 8 - Commitments and Contingencies, continued

       Equity Credit Line

     On June 6, 2000, the Company entered into a letter of intent with First
Fidelity Capital (FFC) an Investment Advisor to the Alpha Group of Funds,
whereby FFC committed to purchase $5,000,000 of the Company's common stock from
time to time during a period of twelve months subject to satisfaction of certain
conditions. On September 12, 2000, the Company and FFC entered into a revised
letter of intent whereby FFC committed to purchase an additional $5,000,000 of
the Company's common stock. The Company and FFC were unable to agree to terms of
the Common Stock Purchase Agreement and therefore the Company withdrew its
intent to enter into this agreement on February 21, 2001.


NOTE 9 - Stock Option Plan

     During 1999, the Company's Board of Directors adopted an Employee Stock
Incentive Plan, which provides for the granting of Incentive Stock Options
("ISO's), Restricted Stock, Stock Awards, Performance Share Awards and Stock
Appreciation Rights ("SAR's) to Officers, Directors, Employees, Nonemployee
Directors and other persons who perform services which contribute to the
successful performance of the Company. The Employee Stock Incentive Plan
provides for a total number of shares available for grant of awards under the
Plan not to exceed 15% of the total issued and outstanding shares as of the date
of any award; provided that the number of shares available for grant as ISO's
under the Plan shall not exceed an aggregate of 1,000,000 shares in any given
year.

During 1999, the Company granted to key employees options to purchase shares of
common stock with exercise prices of $0.10 and $0.20 per share under the plan.
The exercise price approximates market price on the date of the grant. The $0.10
options were fully vested on December 23, 1999 and the $0.20 options were to
vest at the earlier of the Company's first definitive financing transaction or
May 23, 2000 which was May 23, 2000. During 2000, 25,000 options with an
exercise price of $0.20 were forfeited. The options outstanding at December 31,
2000 expire through May 2003.

       Activities under the Plan are as follows:
                                                  Number           Weighted
                                                    Of              Average
                                                  Options         Exercise Price
                                              -----------------   --------------

     Balance - April 6, 1999 (Inception)               --
     Options granted                              450,000           $0.15
                                                ---------
     Balance - December 31, 1999                  450,000
     Options granted                                   --
     Options forfeited                            (25,000)          $0.20
                                                                ----------
     Balance - December 31, 2000                  425,000           $0.14
                                                                ==========
                                      F-18
<PAGE>

NOTE 9 - Stock Option Plan, continued

     There were 425,000 and 225,000 options exercisable at December 31, 2000 and
1999, respectively.

     Pro forma information regarding net loss and net loss per share is required
by SFAS 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of SFAS 123. The fair market
value for these options was estimated at the date of grant using a Black-Scholes
option-pricing model with the following weighted-average assumptions for the
period April 6, 1999 (Inception) through December 31, 1999.

                                       Assumptions
      -------------------------------------------------- -----------------------

      Risk-free rate                                                       6.05%
      Dividend yield                                                          --
      Volatility factor of the
        expected market price of the
        Company's common stock                                           100.00%

      Average life                                                           3.0


For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the vesting period of the options. The Company's
pro forma information the period April 6, 1999 (Inception) through December 31,
1999 is as follows:

                                                                  For the period
                                                                   April 6, 1999
                                          For the year             (Inception)
                                             ended                   through
                                           December 31,            December 31,
  Net Loss                                    2000                    1999
  -------------                        -----------------        ----------------
         As reported                      $(1,074,362)               $(205,429)
                                           ============               ==========
         Pro forma                        $(1,074,362)               $(230,179)
                                           ============               ==========

  Basic and diluted net loss per share

       As reported                             $(0.23)                  $(0.07)
                                               =======                  =======
       Pro forma                               $(0.23)                  $(0.08)
                                               =======                  =======


     The weighted average fair value of options granted during the period April
6, 1999 (Inception) through December 31, 1999 was $0.06 per share respectively.

                                      F-19
<PAGE>



NOTE 9 - Stock Option Plan, continued

       The following table summarizes information concerning stock options
outstanding at December 31, 2000.
<TABLE>
<CAPTION>



                                                Weighted Average Remaining                    Weighted Average
                                 Number             Contractual Life          Number           Exercise Price
         Exercise Price        Outstanding                                  Exercisable
  ----------------------- ----------------- ----------------------------- ------------------ ---------------------
      <S>                      <C>                          <C>                 <C>              <C>
     $0.10                   225,000                    2.4 years              225,000            $0.10
     $0.20                   200,000                    2.4 years              200,000            $0.20
</TABLE>
     During 1999, the Company's Board of Directors adopted a management
Incentive Program, which will provide incentives and reward key management
personnel of the Company and its business units for achieving performance goals
that promote the financial success of the Company and enhance value for the
Company's stockholders. The Management Incentive Program shall be administered
by a Program Committee designed by the Board of Directors. The maximum award
payable to an executive in any year will be $1 million, which will be paid in
such form as the program Committee provides. The Plan became effective January
1, 2000. As of December 31, 2000 no awards have been issued relating to this
plan.


NOTE 10 - Warrants

     In the third quarter 2000, the Company issued warrants to purchase 248,968
shares of the Company's common stock exercisable at $.40 per share in connection
with short term bridge loans (See Note 5). These warrants vest immediately and
expire one year after issuance. The fair market value of these warrants was
$43,125 which was estimated at the date of grant using the Black-Scholes
option-pricing model. This amount was recorded as increases to both additional
paid in capital and deferred debt discount. The deferred debt discount of
$43,125 was fully amortized to interest expense during the year ended December
31, 2000.

     On May 24, 2000 the Company issued warrants to purchase 142,000 shares of
the Company's common stock exercisable at $.75 per share in connection with the
common stock offering (See Note 6). These warrants vest immediately and expire
five years after issuance. The fair market value of these warrants was $153,797
which was estimated at the date of grant using the Black-Scholes option pricing
model.

     On June 6, 2000 the Company issued warrants to purchase 324,999 shares of
the Company's common stock exercisable at $1.50 per share in connection with the
exchhange of Class 2 Series A Convertible Preferred Stock (See Note 6). These
warrants vest immediately and expire five years after issuance. The fair market
value of these warrants was $646,746 which was estimated at the date of grant
using the Black-Scholes option pricing model.

                                      F-20










NOTE 10 - Warrants, continued

       Transactions involving warrants are summarized as follows:
<TABLE>
<CAPTION>
                                                            Number           Weighted
                                                              Of              Average
                                                           Warrants        Exercise Price
                                                     ----------------- ------------------
      <S>                                                        <C>                  <C>
     Balance - December 31, 1999                                  --

     Options granted                                         715,967                $0.98
                                                             -------
     Balance - December 31, 2000                             715,967                $0.98

       There were 715,967 warrants exercisable at December 31, 2000.
</TABLE>
     The following table summarizes information concerning warrants outstanding
at December 31, 2000.
<TABLE>
<CAPTION>
                                                 Weighted Average
                                Number         Remaining Contractual    Number Exercisable     Weighted Average
     Exercise Price           Outstanding              Life                                     Exercise Price
     ---------------------- ---------------- -------------------------- ------------------- -----------------------
        <S>                           <C>               <C>                       <C>                   <C>
      $0.40                      248,968               .5 year                 248,968                $0.40
      $0.75                      142,000              4.5 years                142,000                $0.75
      $1.50                      324,999              4.5 years                324,999                $1.50

</TABLE>

NOTE 11 - Subsequent events

       Letter of Intent

On March 15, 2001 the Company entered into a letter of Intent whereby the
Company would acquire 100% of the outstanding stock of Vivocom, Inc ("Vivocom")
in exchange for 2,000,000 shares of the Company's common stock; 18,000,000
shares of Series A Convertible Preferred Stock and $250,000 in cash to be paid
at closing. In addition, the Company will be required to make a cash investment
of $3,250,000 into Vivocom during the twelve months subsequent to the closing of
the acquisition. Completion of the acquisition is subject to the execution of a
definitive agreement, approval by the Company's and Vivocom's Board of Directors
and the ability of the Company to raise the required capital, among other
things. There is no assurance that the acquisition will be completed by the
Company and Vivocom.

NOTE 12 -- QUARTERLY FINANCIAL DATA (Unaudited)
<TABLE>
<CAPTION>

                                                        Year Ended December 31, 2000

                                First Quarter           Second Quarter          Third Quarter               Fourth
Quarter
<S>                                       <C>                    <C>                    <C>                    <C>
Operating Expenses              $  321,842              $   146,499             $   124,060             $   246,875
                                -----------             ------------            ------------            ------------
Operating Loss                    (321,842)                (146,499)               (124,060)               (246,875)
Other Expense (Income), net        199,889                      (45)                 36,277                  (1,035)
                                -----------             ------------            ------------            ------------
Net Loss                        $ (521,731)             $  (146,454)            $  (160,337)            $  (245,840)
                                ===========             ============            ============            ============

Net loss per common share
Basic and diluted                    $(0.13)                  $(0.03)                 ($0.03)                 ($0.04)
                                    =======                  =======                 =======                 =======
</TABLE>

                                      F-21


Note 12 - Quarterly Financial Data (Unaudited), continued

The unaudited interim financial information reflects all adjustments, which in
the opinion of management, are necessary for a fair statement of the results of
the interim periods presented, all adjustments are of normal recurring nature.























































                                                         F-22