<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                   AMENDMENT 2
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2000
                                       or
[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 000-26951
                              INTELILABS.COM, INC.
           (Name of small business issuer as specified in its charter)

               DELAWARE                                   65-0830670
   (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                    Identification Number)

Water Gardens 1620 26th Street, 3rd Floor Santa Monica CA           90404
      (Address of principal executive offices)                    (Zip code)

                                  310-255-8893
                (Issuer's telephone number, including area  code)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                     (None)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                     (None)

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

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

Registrant had no revenues for its fiscal year ended December 31, 1999. As of
February 9, 2001, Registrant had 24,400,000 shares of its $.0001 par value
Common Stock issued and outstanding with an aggregate market value of the common
stock held by non-affiliates of $4,480,000. 18,300,000 of the Registrant's
issued and outstanding shares are treasury shares held by the Registrant and
have no voting powers. This calculation is based upon the closing sales price of
$4 per share on February 9, 2001.

Transitional Small Business Disclosure Format (check one).   Yes [x]     No [ ]


                                       1

<PAGE>


ITEM 7.   FINANCIAL STATEMENTS

         The Consolidated Financial Statements that constitute Item 7 are
included at the end of this report beginning on Page F-1.

ITEM 13 - EXHIBITS AND REPORTS


      (a)         EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NO.       DOCUMENT DESCRIPTION
-----------       ---------------------
<S>               <C>
10.1              Mandiff Service Agreement, dated June 10, 2000*
10.2              Sub-Lease Agreement, dated June 26, 2000*
10.3              Web Site Development Agreement, dated June 10, 2000*
23.1              Consent of Kabani & Company, Inc., CPAs**
23.2              Consent of Berenfeld Spritzer Shechter & Sheer, CPAs**
23.3              Consent of Kabani & Company, Inc., CPAs dated February 12, 2001
23.4              Consent of Bernfeld Spritzer Shechter & Sheer, CPA's, dated
                    February 12, 2001
27.1              Financial Data Schedule*
</TABLE>

* Filed previously on Form 10-KSB filed with the SEC on September 28, 2000 and
incorporated herein by reference.

** Filed previously on Form 10-KSB/A filed with the SEC on November 11, 2001 and
incorporated herein by reference.


                                       2

<PAGE>

      In accordance with Section 12 of the Securities Exchange Act of 1934, as
amended, the Registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

February 12, 2001                     INTELILABS.COM, INC.



                                      /s/ ZAIN EFFENDI
                                      ------------------------
                                      By:  Zain Effendi
                                      Its: President and Chief Executive Officer

      In accordance with the Exchange Act, this report has been signedbelow by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>

Signature                              Title                         Date
---------                              -----                         ----
<S>                          <C>                               <C>
/s/ ZAIN EFFENDI             President, Chief Executive        February 12, 2001
------------------------     Officer Chairman and
Zain Effendi                 Secretary


/s/ MARVI E. KHAN            Chief Financial Officer and       February 12, 2001
------------------------     Director
Marvi E. Khan


/s/ FAHAD U. KHAN            Chief Operating Officer and       February 12, 2001
------------------------     Director
Fahad U. Khan


/s/ SAJJAD HYDER ZAIDI       Director                          February 12, 2001
------------------------
Sajjad Hyder Zaidi
</TABLE>


                                       3


<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Intelilabs.com, Inc.:


We have audited the accompanying balance sheet of Intelilabs.com, Inc. (a
Delaware corporation) (the "Company") as of June 30, 2000, and the related
statements of operations, stockholders' deficit and cash flows for the twelve
month period then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements as of June 30,
1999 and for the year then ended, were audited by other auditors whose report
dated August 31, 1999, expressed an unqualified opinion on those statements.

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 provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Intelilabs.com, Inc. as of June
30, 2000, and the results of its operations and its cash flows for the twelve
month period then ended 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 shown in the financial statements,
the Company has incurred net losses from inception to June 30, 2000 of $131,777
including net losses of $94,531 and $37,246 during the year ended June 30, 2000
and 1999, respectively. The company's total liabilities exceed its total assets
by $97,077 at June 30, 2000. These factors, among others, as discussed in Note 3
to the financial statements, 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 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                      F-1

<PAGE>

As discussed in Note 13 to the financial statements, an error resulting in
exclusion of Treasury stock held by the Company as of June 30, 2000, were
discovered by management of the Company. Accordingly, the financial statements
have been restated and an adjustment has been made to the Stockholders' deficit
in the Balance sheet and Statement of Stockholders' deficit as on June 30, 2000,
to correct the error.




KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
September 9, 2000 except for Note 13 as to which the date is October 27, 2000


                                      F-2


<PAGE>

                               INTELILABS.COM,INC.
               (FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30, 2000


<TABLE>
<S>                                                                               <C>

                                     ASSETS

CURRENT ASSETS:
            Interest Receivable                                                   $     833
            Due from CIS                                                            151,438
                                                                                  ---------
                        Total current assets                                        152,271

PROPERTY AND EQUIPMENT, net                                                           6,119
                                                                                  ---------
                                                                                  $ 158,390
                                                                                  =========


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
            Accrued expenses                                                      $  37,167
            Note payable                                                             18,300
            Advances                                                                200,000
                                                                                  ---------
                        Total current liabilities                                   255,467

COMMITMENTS

STOCKHOLDERS' DEFICIT
            Preferred stock, $.0001 par value, 10,000,000 shares authorized,
                no shares issued or outstanding
                Common stock, $.0001 par value; 50,000,000 shares authorized,
                24,400,000 shares issued and outstanding                              2,440
            Additional paid in capital                                               50,560
            Deficit accumulated during the development stage                       (131,777)
                                                                                  ---------
                                                                                    (78,777)
            Treasury Stock,18,300,000 common stock (at cost)                        (18,300)
                                                                                  ---------
                        Total stockholders' deficit                                 (97,077)
                                                                                  ---------
                                                                                  $ 158,390
                                                                                  =========
</TABLE>

See accompanying independent auditors' report and notes to financial statements


                                      F-3

<PAGE>

                              INTELILABS.COM, INC.
               (FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
               YEAR ENDED JUNE 30, 2000 & 1999 AND THE PERIOD FROM
                   APRIL 20, 1998 (INCEPTION) TO JUNE 30, 2000

<TABLE>
<CAPTION>

                                                                                                        PERIOD FROM APRIL 20,
                                                                                                          1998 (INCEPTION)
                                                                    JUNE 30,             JUNE 30,         THROUGH JUNE 30,
                                                                     2000                 1999                  2000
                                                                 ------------         ------------      ---------------------
<S>                                                              <C>                  <C>               <C>
Development stage revenue                                        $        200         $       --           $        200

Development stage expenses                                            111,515               37,246              148,761

Gain on disposal of assets and liabilities                             17,584                 --                 17,584
                                                                 ------------         ------------         ------------
Deficit accumulated during the development stage before
    provision of income tax                                           (93,731)             (37,246)            (130,977)

Provision of Income Tax                                                   800                 --                    800
                                                                 ------------         ------------         ------------
Deficit accumulated during the development stage                 $    (94,531)        $    (37,246)        $   (131,777)
                                                                 ============         ============         ============

Basic & diluted weighted average number of
    common stock outstanding                                       24,400,000           24,400,000           24,400,000
                                                                 ============         ============         ============

Basic and diluted net Loss per share                             $     (0.004)        $     (0.002)        $     (0.005)
                                                                 ============         ============         ============
</TABLE>

The basic net loss per share has been restated to retroactively effect a forward
stock split in the ratio of eight shares for one share.



See accompanying independent auditors' report and notes to financial statements

                                      F-4

<PAGE>

                              INTELILABS.COM, INC.
               (FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
           FOR THE PERIOD APRIL 20, 1998 (INCEPTION) TO JUNE 30, 2000


<TABLE>
<CAPTION>

                                                                                                                           TOTAL
                                                           COMMON STOCK       ADDITIONAL                               STOCKHOLDERS'
                                                     NUMBER OF                  PAID-IN       TREASURY    ACCUMULATED     EQUITY
                                                       SHARES       AMOUNT      CAPITAL        STOCK        DEFICIT      (DEFICIT)
                                                     ---------    ----------   ----------   ----------    -----------  ------------
<S>                                                  <C>           <C>         <C>          <C>           <C>           <C>

Issuance of Shares to related parties for
   consulting fees in period ended June 1998          2,500,000   $      250   $    2,250    $     --      $     --      $    2,500

Net loss from inception through June 30, 1998              --           --           --            --            --            --
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, June 30, 1998                                2,500,000          250        2,250          --            --           2,500

Issuance of Shares to third parties                     500,000           50       49,950          --            --          50,000

Issuance of Shares for legal services                    50,000            5          495          --            --             500

Net loss for the year ended June 30, 1999                  --           --           --            --         (37,246)      (37,246)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, June 30, 1999                                3,050,000          305       52,695          --         (37,246)       15,754

Forward stock split                                  21,350,000        2,135       (2,135)         --            --            --

Purchase of 18,300,000 Shares of Treasury
   Stock (at cost)                                         --           --           --         (18,300)         --         (18,300)

Net loss for the year ended June 30, 2000                  --           --           --            --         (94,531)      (94,531)
                                                     ----------   ----------   ----------    ----------    ----------    ----------
Balance, June 30, 2000                               24,400,000   $    2,440   $   50,560    $  (18,300)   $ (131,777)   $  (97,077)
                                                     ==========   ==========   ==========    ==========    ==========    ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                      F-5

<PAGE>

                              INTELILABS.COM, INC.
               (FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               YEAR ENDED JUNE 30, 2000 & 1999 AND THE PERIOD FROM
                   APRIL 20, 1998 (INCEPTION) TO JUNE 30, 2000

<TABLE>
<CAPTION>

                                                                                                                 PERIOD FROM
                                                                                   FOR THE        FOR THE       APRIL 20, 1998
                                                                                 YEAR ENDED     YEAR ENDED      (INCEPTION) TO
                                                                                JUNE 30, 2000  JUNE 30, 1999    JUNE 30, 2000
                                                                               --------------  -------------    ---------------
<S>                                                                              <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Deficit accumulated during the development stage                             $ (94,531)      $   7,246)      $(131,777)
    Adjustments to reconcile deficit accumulated during the
          development stage to cash used in operating activities
    OPERATING ACTIVITIES:
                Depreciation and amortization                                          106            --               106
                Gain on disposal of assets & liabilities                           (17,584)        (17,584)
                Issuance of shares for consulting & other services                    --             3,000           3,000
                (Increase) / decrease in current assets:
                            Prepaid expenses & other assets                            458          (1,200)           (742)
                            Interest Receivable                                       (833)           --              (833)
                Increase / (decrease) in current liabilities:
                            Accounts payable                                        11,464             886          12,350
                            Accrued expenses                                        29,917          13,000          42,917
                                                                                 ---------       ---------       ---------
                Net cash used in operating activities                              (71,003)         21,560)        (92,563)
                                                                                 ---------       ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
                (Increase) decrease in investments                                    (200)         (5,000)         (5,200)
                Acquisition of property & equipment                                 (9,741)           (850)        (10,591)
                                                                                 ---------       ---------       ---------
                Net cash used in investing activities                               (9,941)         (5,850)        (15,791)
                                                                                 ---------       ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
                Net proceeds from Advances                                         209,692            --           209,692
                Payment on account to a related party                             (151,438)            100        (151,338)
                Proceeds from sale of common stock                                       0          50,000          50,000
                                                                                 ---------       ---------       ---------
                Net cash provided by financing activities                           58,254          50,100         108,354
                                                                                 ---------       ---------       ---------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENT                                  (22,690)         22,690            --

CASH & CASH EQUIVALENT, BEGINNING BALANCE                                           22,690            --              --
                                                                                 ---------       ---------       ---------

CASH & CASH EQUIVALENT, ENDING BALANCE                                           $    --         $  22,690       $    --
                                                                                 =========       =========       =========

SUPPLEMENTAL INFORMATION:

   CASH PAID FOR INTEREST                                                        $      92       $    --         $      92
                                                                                 =========       =========       =========

   CASH PAID FOR INCOME TAXES                                                    $    --         $    --         $    --
                                                                                 =========       =========       =========
</TABLE>

    SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITY

(1)  The company issued common stock for consulting and legal services of $3,000

(2)  The cashflow statement for 2000 does not include the effect of transfer of
     certain assets and liabilities to the old management and purchase of
     treasury stock for a note payable of $18,300


   The accompanying notes are an integral part of these financial statements


                                      F-6

<PAGE>

                              INTELILABS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 2000 & 1999


1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Intelilabs.com, Inc. (formerly known as Quentin Road Productions, Inc.)
("The Company"), was incorporated on April 20, 1998 under the law of the state
of Delaware. The Company's activities from inception until June 30, 2000
consisted primarily of reviewing possible business opportunities and developing
the business model. The Company had no revenue for the year ended June 30, 2000
and 1999.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

     The Company considers all liquid investments with a maturity of three
months or less from the date of purchase that are readily convertible into cash
to be cash equivalents.


USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.


PROPERTY & EQUIPMENT

     Property and equipment are recorded at cost. Depreciation and amortization
of property and equipment are computed using the straight-line method over the
estimated useful lives of the assets. Expenditures for maintenance and repairs
are charged to expense as incurred.


INCOME TAXES

     Deferred income tax assets and liabilities are computed annually for
differences between the financial statements and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted laws and rates applicable to the periods in which the
differences are expected to affect taxable income (loss). Valuation allowance is
established when necessary to reduce deferred tax assets to the amount expected
to be realized.


                                      F-7

<PAGE>

                              INTELILABS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 2000 & 1999


BASIC AND DILUTED NET LOSS PER SHARE

     Net loss per share is calculated in accordance with the Statement of
financial accounting standards No. 128 (SFAS No. 128), "Earnings per share".
SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net
loss per share for all periods presented has been restated to reflect the
adoption of SFAS No. 128. Basic net loss per share is based upon the weighted
average number of common shares outstanding. Diluted net loss per share is based
on the assumption that all dilutive convertible shares and stock options were
converted or exercised. Dilution is computed by applying the treasury stock
method. Under this method, options and warrants are assumed to be exercised at
the beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average market
price during the period.


FAIR VALUE OF FINANCIAL INSTRUMENTS

     Statement of financial accounting standard 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
statements of financial position for current assets and current liabilities
qualifying as financial instruments are a reasonable estimate of fair value.


COMPREHENSIVE INCOME

     Statement of financial accounting standards No. 130, Reporting
comprehensive income (SFAS No. 130), establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive Income is defined to include all changes in equity, except those
resulting from investments by owners and distributions to owners. Among other
disclosures, SFAS No. 130 requires that all items that are required to be
recognized under current accounting standards as components of comprehensive
income be reported in financial statements that are displayed with the same
prominence as other financial statements. The implementation of this standard
did not have a material impact on its financial statements.


ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL
USE

     In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants (ASEC 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 N0. 98-1 requires that certain costs of computer
software developed or obtained for internal use be capitalized and amortized
over the useful life of the related software. The implementation of this
standard did not have a material impact on its financial statements.


                                      F-8

<PAGE>


                              INTELILABS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 2000 & 1999


COSTS OF START-UP ACTIVITIES

     In April 1998, the ASEC of AICPA issued SOP No. 98-5, "Reporting on the
costs of start-up activities", effective for fiscal years beginning after
December 15, 1998. SOP 98-5 requires the costs of start-up activities and
organization costs to be expensed as incurred. The Company adopted this standard
in fiscal 1999 and the implementation of this standard did not have a material
impact on its financial statements.


ACCOUNTING DEVELOPMENTS

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition," which outlines the basic
criteria that must be met to recognize revenue and provides guidance for
presentation of revenue and for disclosure related to revenue recognition
policies in financial statements filed with the Securities and Exchange
Commission. The effective date of this pronouncement is the fourth quarter of
the fiscal year beginning after December 15, 1999. The Company believes that
adopting SAB 101 will not have a material impact on its financial position and
results of operations.

     In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44")
"Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25". FIN 44 clarifies the application of
Opinion 25 for (a) the definition of employee for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 1, 2000, but certain provisions cover specific events that
occur after either December 15, 1998,or January 12, 2000. The adoption of
certain other provisions of FIN 44 prior to March 31, 2000 did not have a
material effect on the financial statements. The Company does not expect that
the adoption of the remaining provisions will have a material effect on the
financial statements.


3. DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN UNCERTAINTY

     The Company's initial activities have been devoted to developing a business
plan, negotiating contracts and raising capital for future operations and
administrative functions. The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. However, the Company
has incurred net losses from inception to June 30, 2000 of $131,777 including
net losses of $94,531 and $37,246 during the year ended June 30, 2000 and 1999,
respectively. The company's


                                      F-9

<PAGE>


                              INTELILABS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 2000 & 1999


total liabilities exceed its total assets by $97,077 at June 30, 2000. The
continuing losses have adversely affected the liquidity of the Company. Losses
are expected to continue for the immediate future. The Company faces continuing
significant business risks, including but not limited to, its ability to
maintain vendor and supplier relationships by making timely payments when due.

     In view of the matters described in the preceding paragraph, recoverability
of a major portion of the recorded asset amounts shown in the accompanying
balance sheet is dependent upon continued operations of the Company, which in
turn is dependent upon the Company's ability to raise additional capital, obtain
financing and to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

     Management has taken the following steps to revise its operating and
financial requirements, which it believes are sufficient to provide the Company
with the ability to continue as a going concern. The Company has embarked on new
marketing methods. The management has put together a sales team to implement its
marketing policies. In addition, the Company is actively pursuing potential
merger or acquisition candidates and strategic partners, which would enhance
stockholders' investment. Management believes that the above actions will allow
the Company to continue operations through the next fiscal year.


4. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>

                                                           JUNE 30, 2000
                                                           -------------
<S>                                                        <C>
      Furniture & fixtures & Office equipment                  $3,106
      Computer equipment                                        3,119
                                                              --------
                                                                6,225
         Less:Accumulated Depreciation                            106
                                                              --------
                                                               $6,119
                                                              =======
</TABLE>

5. ACCRUED EXPENSES

     Accrued expenses as of June 30, 2000 consist of the following:

<TABLE>
<S>                                                        <C>

      Website development expenses                         $25,000
      Professional fees                                     11,367
      Income Tax                                               800
                                                           -------
                                                           $37,167
                                                           =======
</TABLE>

                                      F-10

<PAGE>

                              INTELILABS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 2000 & 1999

6. ADVANCES

     The Company received an advance of $200,000 from a customer for certain
consulting work to be performed by the Company. The Company will be paid an
additional amount of $100,000 upon completion of the work. The advance is
unsecured and interest free.


7. INCOME TAXES

     Since the Company has not generated taxable income since inception, no
provision for income taxes has been provided (other than minimum franchise taxes
paid to the State of California). Differences between income tax benefits
computed at the federal and state statutory rate and reported income taxes for
the year ended June 30, 2000 and 1999 are primarily attributable to the
valuation allowance for net operating losses (NOL) and other permanent
differences. The net deferred tax (benefit) due to NOL carried forward, as June
30, 2000 consisted of the following:

<TABLE>
<CAPTION>
                                                      JUNE 30, 2000
                                                      -------------
<S>                                                     <C>
Deferred tax asset                                      $ 28,676
Deferred tax asset valuation allowance                   (28,676)
                                                        ---------
      Balance                                           $      -
                                                        ==========
</TABLE>


     A summary of Net operating losses carried forward and their expiration date
is as follows:

<TABLE>
<CAPTION>

        YEAR OF EXPIRATION                           NET OPERATING LOSSES
        ------------------                           --------------------
        <S>                                          <C>
              2014                                        $94,531
              ====                                        =======
</TABLE>

The availability of the Company's net operating loss carryforwards are subject
to limitation if there is a 50% or more positive change in the ownership of the
Company. Therefore, the availability of the Company's net operating loss
carryforwards is limited. The provision for income taxes consists of the
California State minimum taxes imposed on corporations.


8.       STOCKHOLDERS' EQUITY

     The Company issued 500,000 common shares upon incorporation to Rebecca J.
Brock (former president), in consideration for management services valued at
$500, in the year ended June 30, 1999. In addition, it issued 2,000,000 common
shares to Atlas Equity Group, Inc., an affiliated Company, in exchange for
consulting services


                                      F-11

<PAGE>

                              INTELILABS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 2000 & 1999


valued at $2,000, in the year ended June 30, 1998. These investors are deemed to
be founders and affiliates of the Company.


     In March 1999, the Company entered into a private offering of securities
pursuant to Regulation D, Rule 504, promulgated under the Securities Act 1933.
Common Shares were offered to non-accredited investors for cash consideration of
$.10 per share. 500,000 shares were issued to 21 unaffiliated shareholders. The
offering is now closed.

     In June 1999, the Company engaged legal counsel for services relating to
SEC filings and related documentation. 50,000 shares of common stock, valued at
$500, were issued in consideration of the services rendered.

     In April 2000, the Company authorized an eight-for-one split of its common
stock, effected in the form of a stock dividend, which was paid to stockholders
of record. All of the per share data in these financial statements have been
retroactively adjusted to reflect the stock split.


9. RELATED PARTY TRANSACTIONS

     The Company paid $50,000 in the year ended June 30, 2000, for website
development expense to a Company owned by the President of the company.

     The Company deposited $200,000 with CIS, an entity owned by the president
of the Company. CIS has been deducting management and other expenses paid on
behalf of the Company, from the deposit. The Company has a balance with CIS of
$151,438 at June 30, 2000. Subsequent to the year end, CIS refunded the
remaining amount, after deducting various expenses paid on behalf of the
Company.


10. TRANSFER OF ASSETS AND LIABILITIES:

     The Company transferred all the existing assets and liabilities as on May
23, 2000, at the time of change in the Company's management, to the old
management. The Company transferred following:

<TABLE>

                <S>                                    <C>
                Assets transferred                     $ 10,308
                Liabilities transferred                  27,892
                                                       --------
                Net gain on transfer                   $ 17,584
                                                       ========
</TABLE>

                                      F-12

<PAGE>

                              INTELILABS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              JUNE 30, 2000 & 1999


10. COMMITMENTS

     The Company has entered into an agreement to lease an office space. This
lease is treated as an operating lease. Under the lease agreement, the Company
is required to pay $1,448 per month, including tax, through January 2001. At
June 30, 2000, the future minimum lease payments for next twelve months
approximated $10,136.


11. RECLASSIFICATION

     Certain amounts in the accompanying 1999 financial statements have been
reclassified to conform to the presentation for 2000.


12. SUBSEQUENT EVENTS

     Subsequent to the year-end, on August 16, 2000, the company established a
100% owned subsidiary in United Kingdom, "Intelilabs.com, limited, UK". On
August 26, 2000, the company established a 100% owned subsidiary in Pakistan,
"Intelilabs.com, (private) limited".


13. CORRECTION OF ERROR

     The Company made an error in previously issued financial statement by
excluding 18,300,000 treasury stock acquired at $.001 per share on April 24,
2000 and held by the Company in treasury at June 30, 2000. The financial
statements have been corrected to reflect common stock held by the Company at
cost of $18,300, as of June 30, 2000. The treasury stocks were acquired through
a note payable on demand, unsecured and non-interest bearing. The treasury stock
has been recorded at cost basis in the financial statements


                                      F-13