24
                                        1
                       SECURITIES AND EXCHANGE COMMISSION
                                                        WASHINGTON, D.C. 20549

                                   Form 10-KSB


(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
Of 1934 For the fiscal year ended December 31, 2000 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to

                       Commission File Number: 0001085774

                           Uncommon Media Group, Inc.
                 (Name of Small Business Issuer in its Charter)

                    Florida                                 65-0911072
          (State or other Jurisdiction                   (I.R.S. Employer
               of Incorporation)                        Identification No.)

            33 West 54th, 2nd Floor                            10019
               New York, New York                           (Zip Code)
    (Address of Principal Executive Offices)

                                 (212) 956-1494
                (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:
                          Common Stock, $.01 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  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X ] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The registrant did not generate any revenues for the fiscal years ended December
31, 1999 and December 31, 2000.

As of December 29, 2000, the aggregate  market value of the voting stock held by
non-affiliates  of the registrant (based upon the average of the closing bid and
asked prices on such date) was $ 22,500,000.

As of April 4, 2001, the registrant had outstanding  29,477,667shares  of common
stock.


<PAGE>




                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's  2001 Definitive  Proxy Statement,  which statement
will be filed with the  Securities  and Exchange  Commission  not later than 120
days after the end of the fiscal year covered by this Report,  are  incorporated
by reference in Part III hereof.


                              CROSS REFERENCE SHEET
                                       AND
                                TABLE OF CONTENTS


                                                                     Page Number
                                                                or Reference (1)

                                     PART I

ITEM 1.  Description of Business...........................................    1
ITEM 2.  Description of Property...........................................    5
ITEM 3.  Legal Proceedings.................................................    5
ITEM 4.  Submission of Matters to a Vote of Security Holders...............    5

                            PART II
ITEM 5.  Market for Common Equity and Related Stockholder
         Matters...........................................................    5
ITEM 6.  Management's Discussion and Analysis or
         Plan of Operation.................................................    6
ITEM 7.  Financial Statements..............................................   12
ITEM 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure..............................................   12

                           PART III
ITEM 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act (2).............   12
ITEM 10. Executive Compensation (3)........................................   12
ITEM 11. Security Ownership of Certain Beneficial Owners and Management (4)   12
ITEM 12. Certain Relationships and Related Transactions (5)................   13
ITEM 13. Exhibits and Reports on Form 8-K..................................   13








-------------------------
1........Certain information is incorporated by reference, as indicated below,
         from the registrant's Proxy Statement for its Annual Meeting of
         Stockholders (the "Proxy Statement").
2        Proxy Statement section entitled "Election of Directors."
3        Proxy Statement sections entitled "Director Compensation" and
"Executive Compensation."
4        Proxy Statement section entitled "Stock Ownership."
5        Proxy Statement section entitled "Certain Relationships and Related
Transactions."


<PAGE>






                                     PART I

                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Form 10-KSB  contains  forward-looking  statements  that involve  risks and
uncertainties,  including  the risks  associated  with the  effect  of  changing
economic  conditions,  trends in the development of the Internet as a commercial
medium, market acceptance risks,  technological  development risks,  seasonality
and other risk  factors  identified  below under  "Management's  Discussion  and
Analysis or Plan of Operation - Risk Factors". More specifically, within Item 1.
Description  of  Business  there  are a  number  of  forward-looking  statements
contained  within  the  sections  regarding  Business  Strategy,   Products  and
Services, Competition and the Regulatory Environment

Item 1.  Description of Business

Background

Uncommon Media Group, Inc. ("UMGi" or the "Company" and collectively referred to
as "we",  "us" or "our") was  incorporated  on July 12,  1993,  as  Software  in
Motion,  Inc. in the State of Florida. On November 13, 1998, we changed our name
to IJC Ventures Corp ("IJC"). Pursuant to a Share Purchase Agreement dated as of
December 8th, 2000 between the Company and Uncommon Media Group,  Inc., a Nevada
corporation  ("Uncommon  Nevada") we exchanged  19,200,000  shares of our common
stock  on a  one-for-one  basis  for all of the  outstanding  capital  stock  of
Uncommon  Nevada.  In  connection  with the share  exchange,  on December 12, we
changed our name to Uncommon Media Group, Inc.

The share exchange was accounted for as a reverse  acquisition of the Company by
Uncommon Nevada, whereby the Company was the "legal acquirer" in the transaction
and  Uncommon  Nevada was the  "accounting  acquirer".  As such,  the  financial
information  contained  elsewhere  within  this Form  10-KSB,  including  Item 6
Management's  Discussion  and Analysis or Plan of Operation and Item 7 Financial
Statements, is that of Uncommon Nevada, where necessary.

We are a  development-stage  company focused on creating and delivering targeted
advertising using a combination of multimedia technology, software and real-time
Internet interaction.  In connection therewith, we intend to provide interactive
Internet products with  multilingual  capabilities to consumers and provide real
time product or service research,  or "Market Metrics", to advertisers using our
products.  Our  business  strategy  is based  upon a new  concept  in  media,  a
comprehensive program known as "Crossover Media".  Crossover Media refers to any
media  which  borrows  features  from more than one form of media or which links
users of complementary forms of media, such as print media and the Internet.

            Uncommon CDs

We have developed  interactive  CD-ROMs (the "Uncommon CDs") which we distribute
through  well-established  media  publications  targeting  specific  demographic
audiences,  such as "Road & Track" and  "Seventeen  Magazine".  The Uncommon CDs
mirror  each  specific   publication's  contents  and  provide  advertisers  the
opportunity  to present  their  products  in a visually  rich  multi-dimensional
environment  as well as  interact  directly  with  targeted  consumers  over the
Internet.  In addition,  the Uncommon CDs contain related high quality audio and
video  presentations,  such as  fashion  shows  or  music  videos,  and  include
promotions, contests and prize giveaways to further enhance users experience. By
advertising on our Uncommon CDs,  advertisers are able to instantly  collect and
analyze key demographic data directly from consumers over the Internet.

We believe  that the  Uncommon  CDs bridge the gap between the  "promise" of the
Internet  and the reality of the bandwith  currently  available to most users on
the Internet.  According to Nielson/NetRatings,  as of December 2000, of the 158
million  people  in  the  United  States  with  access  to  the  Internet,  only
approximately 11.7 had access via a high-speed  connection  (defined as Internet
connections at speeds in excess of 56kbps).  Therefore, in general,  advertisers
are unable to offer  consumers  streaming  media or other graphics  intensive or
interactive  presentations  over the  Internet.  As a result,  to date,  on-line
advertisers  have generally had to rely on static banner ads to drive traffic to
their Web sites.  Our Uncommon CDs allow Internet users to experience a seamless
rich media audio and video  presentation  with the option of being able to click
through directly to online  destinations of particular  interest at any time. By
combining  our  highly-targeted   advertising  with  contextualized   electronic
commerce  opportunities  on the  Uncommon  CDs,  we believe  we can  effectively
convert  users  interest  in  products  viewed  on our  Uncommon  CDs to  actual
purchases.

In addition,  we intend to compile databases for each  publication's  readership
through the use of permissive  marketing.  The information which we compile will
be made available to the advertisers on each specific CD Rom.

            UncommonMusic.com

                                       1
<PAGE>



We also intend to leverage off of the distribution network provided by our
Uncommon CDs to become a leading provider of entertainment content and
downloadable music through our UncommonMusic.com Web Site. We believe the
Uncommon CDs provide artists and small record labels with a cost-effective
method of promoting and delivering musical recordings to a targeted audience. We
expect that our UncommonMusic.com site will feature exclusive music content,
community features and e-commerce services.

Business Strategy

Our primary objective is to revolutionize the way advertisers reach and interact
with targeted consumer audiences over the Internet. Towards this end, we have
developed the following strategies:


     o    Provide Unique and Effective Advertising Solutions. A key component of
          our  strategy is to define new  standards  for  advertising  that will
          attract  advertisers and sponsors to advertise through us. In addition
          to providing readily identified targeted audiences to our advertisers,
          we  believe  we have  created  a  platform  for  delivering  forms  of
          advertising  on  our  Uncommon  CDs  that  are  more  interactive  and
          effective  than   traditional   media  and  typical   Internet  banner
          advertising.  For example, we offer our advertisers the opportunity to
          integrate  interactive  product placements and advertisements into our
          Uncommon CDs, create interactive multimedia advertising in surrounding
          content,  and  deliver  targeted  advertising  based on user  viewing,
          purchasing and clicking habits. In addition,  advertisers will be able
          to track  users  habits  and  responses  in real time using a database
          designed for that purpose. Our CD ROM platform is constantly evolving,
          which provides us with the  flexibility to act as an incubator for our
          advertisers to develop and test new forms of digital advertising.

     o    Expand  the  Distribution  Channels  for  our  Uncommon  CDs.  We  are
          continually  seeking  to  enter  into  distribution   agreements  with
          recognized   media   publications,   such  as  Road  &  Track(R)   and
          Seventeen(R).  We believe that expanding our distribution network will
          increase advertisers  awareness of, and receptiveness  towards,  using
          Uncommon CDs as an effective  means of  advertising.  In addition,  we
          believe that as subscribers  use and embrace our Uncommon CDs, it will
          become easier for us to enter into agreements with media  publications
          on favorable terms.

     o    Enhance the Content and  Technology of our Uncommon  CDs.  Because our
          strategy depends,  in large part, on the appeal of our Uncommon CDs to
          end users,  we intend to continue to devote  substantial  resources to
          developing,   acquiring  and  implementing   technological  and  other
          enhancements to our Uncommon CDs. The Uncommon CDs we have distributed
          to date  have  included  promotions  and  product  giveaways  that are
          incorporated into the CD-ROM content.  By clicking on certain areas of
          content, users are able to discover these promotions or giveaways.  We
          believe  these types of promotions  add an element of  excitement  and
          interactivity to the Uncommon CDs and keep users engaged.  Among other
          improvements,  we intend to provide increasingly  value-added features
          and make the user  interface as  intuitive,  engaging and effective as
          possible.

     o    Capitalize  on our  Innovative  Business  Model.  Our  strategy  is to
          capitalize  on our targeted  audience  base,  proprietary  advertising
          model and  electronic  commerce  opportunities  to  generate  multiple
          revenue streams.  We intend to generate  revenue through  advertising,
          music  promotion  and  advertising,  related  UncommonMusic.com  music
          product  sales  and  electronic   commerce.   We  expect  to  maximize
          profitability  by  using  cost-efficient  methods  to  produce  and to
          deliver our Uncommon CDs. Our production  model is free of many of the
          costs  that  are  incurred  by  traditional  media  companies  in  the
          production  of  their  content.   Currently,  we  derive  the  content
          contained  on  our  Uncommon  CDs  directly  from  the  magazine  that
          distribute our CDs, or from the advertisers or sponsors  included on a
          particular CD.

     o    Develop  our  UncommonMusic.com  Site.  We have begun  developing  our
          UncommonMusic.com Web site and expect to launch the site in the second
          quarter of 2001.  We believe that the growing  popularity  of music on
          the Internet, made possible by recent technology advances such as mp3,
          has made the Internet a compelling  medium for digital music delivery.
          We also believe that our access to large targeted  audiences  provided
          by the  distribution  network of our Uncommon CDs will provide artists
          and record labels an added incentive to enter into exclusive promotion
          agreements with us. We expect that the UncommonMusic site will feature
          exclusive music content, community features and e-commerce services.

                                       2
<PAGE>

     o    Pursue  Complementary  Acquisition  Opportunities.  We  expect to seek
          acquisitions that will provide us with complementary assets, personnel
          and  advertising   channels.   We  currently  have  no  agreements  or
          commitments with respect to any acquisitions.

Products and Services

         The Uncommon CD

The  Uncommon  CD is a  CD-ROM/Internet  technology  marketing  and  promotional
product,  which makes it fast and easy to connect to an  advertiser's  web site.
Through our Uncommon CD, we are able to deliver  uniquely  designed  advertising
content,  products and messages to millions of targeted web users.  Our Uncommon
CD's  feature  full motion  media  videos,  infomercials,  showrooms,  contests,
prizes,  web site links,  and a rotating  selection  of brand name  products and
services.  Uncommon CDs can also be used to  demonstrate  software  programs and
video games without requiring tedious downloading over the Internet.

We currently  outsource the  production of the Uncommon CDs to the Feldman Media
Group,  LP, a premier provider of multimedia  solutions.  In order to distribute
the  Uncommon  CDs,  we  intend  to  enter  into   exclusive   agreements   with
well-established  media  companies  in order to include our  Uncommon  CDs as an
insert to magazines or other publications. Although we are currently negotiating
with  several  such  media  companies,  we  have  not  entered  into  definitive
agreements with respect  thereto,  and there can be no assurance that we will be
able to do so. In 2000,  we released a test market CD-ROM disc as an out-sert in
125,000 issues of Road & Track magazine.  In connection with a prize  give-a-way
contest  included  on  the  Uncommon  CD,  many  of  the  viewers  provided  key
demographic  information,  such as their name,  address,  phone  number,  e-mail
address and date of birth.  In addition,  many viewers also answered  advertiser
specific  survey  questions to increase their chances of winning.  The marketing
intelligence  which  was  gathered  through  our  Uncommon  CDs was  immediately
available for the advertiser to view and analyze through our secure,  designated
website.  Each advertiser was given a pin number for continuous real-time remote
access to the  marketing  information  over the  Internet  during  the  allotted
collection cycle,  enabling  marketing  departments to follow up with interested
consumers the very same day.

            UncommonMusic.com

Through   UncommonMusic.com,   we  intend  to  become  a  leading   provider  of
entertainment  content and  downloadable  music.  Towards this end, we intend to
enter into  exclusive  contracts with artists and small record labels to promote
and  distribute  their music  recordings.  We believe  that our Uncommon CD will
provide  record labels with an attractive  vehicle for promoting new artists and
titles, and a cost-effective  alternative to signing with major music labels. In
addition,  artists and record  labels that feature music content on our Uncommon
CDs will have the added  benefit  of being  able to  instantly  measure  viewers
responses to a particular  artist or music title. We expect to generate  revenue
from a number  of  sources,  including  advertising,  sponsorships,  promotions,
e-commerce and content syndication.

Seasonality

We believe  that our business is subject to seasonal  fluctuations.  Advertisers
generally  place  fewer  advertisements  during  the first  and  third  calendar
quarters of each year,  which we believe will directly  affect our revenues from
the distribution of the Uncommon CDs. In addition,  advertising  budgets tend to
be dependent on overall  economic  conditions as well as company specific buying
patterns.  Our revenue may be  materially  affected by a decline in the economic
prospects of our  customers or in the economy in general,  which could alter our
current or prospective customers' spending priorities or budget cycles or extend
our sales cycle.

Regulatory Environment

The Company is not  currently  subject to direct  regulation  by any  government
agency, other than regulations applicable to businesses generally.  However, due
to the increasing media attention focused on the Internet, it is possible that a
number of laws and  regulations  may be adopted  with  respect to the  Internet,
covering issues such as user privacy, pricing and characteristics and quality of
products and services. The adoption of any such laws or regulations may decrease
the  growth  the  Internet,  which  could in turn  decrease  the  demand for the
Company's  services  and  products  and  increase  the  Company's  cost of doing
business or cause the Company to modify its  operations,  or  otherwise  have an
adverse  effect  on the  Company's  business,  operating  results  or  financial
condition.

                                       3
<PAGE>

Competition

            Uncommon CDs

Although we are not aware of any direct competition with respect to our Uncommon
CDs, the market for  advertising  and marketing  products and services is highly
competitive.

We believe  that our ability to compete  depends on many factors both within and
beyond our control, including the following:

     o    the speed  with  which  Internet  users are  provided  with high speed
          access to the Internet and  broadband  sites are developed and adopted
          which could  render our  technology  obsolete;  o our ability to enter
          into   distribution   agreements   on   favorable   terms  with  media
          publications;  o consumers  acceptance  and use of our Uncommon CDs; o
          advertisers acceptance of novel advertising solutions developed either
          by us or our competitors;  o our ability to adapt our technology,  and
          develop and introduce new  technologies,  as on-line  consumers  needs
          change and grow; o sales and marketing  efforts; o the relative impact
          of  general  economic  and  industry  conditions  on  either us or our
          competitors.

We compete with the traditional  advertising media of television,  radio,  cable
and print for a share of advertisers'  total  advertising  budgets.  Many of our
competitors  in the  traditional  media have larger and more  established  sales
organizations  than ours and have greater name  recognition and more established
relationships  with  advertisers  and  advertising  agencies  than we do.  These
competitors may be able to undertake more extensive marketing  campaigns,  adopt
more  aggressive  pricing  policies and devote  substantially  more resources to
attract users and advertisers than we can.

Our market  research  services  compete  with other  providers  of research  and
planning tools for the online  market,  including  Dynamic Logic,  Jupiter Media
Metrix,  Millward  Brown  Interactive,  NetRatings  (a unit of AC  Neilsen)  and
Ipsos-ASI Interactive.

            UncommonMusic.com

UncommonMusic.com will face competition from traditional recording companies and
other  companies  that promote,  produce,  distribute  and/or sell music through
traditional or online methods,  most of with have greater financial,  technical,
personnel and other resources than we have. These companies include:

     o    Internet music information sites, such as SonicNet, Ultimate Band List
          and iMusic,  and sites such as Launch.com  and MP3.com,  which provide
          online  promotion  and  distribution  for  established  or  developing
          musical talent; o traditional  record  companies,  particularly  those
          such as Universal Music and Sony Music, which intend to begin offering
          their  catalogs  of  popular  music in a  downloadable  format  on the
          Internet;   o  music  promotion   companies  in  cable  and  broadcast
          television,  such as MTV or VH-1;  and o online  retail  compact  disc
          outlets, such as Amazon.com, CDNow and CD Universe.

We will  depend  upon  the  unique  nature  of our  business  model  to  provide
UncommonMusic.com with a competitive advantage. However, this business models is
untested  and may  not  compete  effectively  with  existing  methods  of  music
promotion development and distribution.

Protecting our intellectual property

We rely on a combination  of trade secret and other  intellectual  property law,
nondisclosure  agreements  with  most  of our  employees  and  other  protective
measures to  establish  and protect  our  proprietary  rights in our systems and
products.  We believe that because of the rapid pace of technological  change in
the open  systems  networking  industry,  legal  protection  of our  proprietary
information is less significant to our competitive position than factors such as
our strategy, the knowledge, ability and experience of our personnel, new system
and product development and enhancement,  market recognition and ongoing product
maintenance and support. We have not filed, nor do we intend to file, any patent
applications with respect to our existing  technology.  However, we do intend to
file a patent covering certain aspects of our business model, although there can
be no  assurance  that such patent will be granted,  or if granted will offer us
any level of significant  protection.  We have registered the trademarks  "UMGi"
and "Uncommon  Media  Group." There can

                                       4
<PAGE>

be no assurance  that we will be able to
protect against the use of similar  technologies by our competitors.  Therefore,
there can be no assurance that one or more of our present of future competitors,
most of whom  have far  greater  resources  than we do,  will not  independently
develop  technologies  that are  substantially  equivalent  or  superior  to our
technology.  Our inability to respond to technological  advances on a timely and
cost-effective basis could materially adversely affect our business,  results of
operations and financial condition.

Employees

As of December 31, 2000,  we employed  five  employees,  consisting  of Lawrence
Gallo,  our  President  and  Chairman  of the  Board,  Gus  Rodriguez,  our Vice
President of Administration,  Mitchell Sandler, our Vice President of Marketing,
a production manager,  and an administrative  assistant.  Subsequent to December
31,  2000,   we  have  hired  two   additional   employees,   consisting  of  an
administrative  assistant and a production assistant.  We are not subject to any
collective  bargaining  agreements and believe that our  relationships  with our
employees are good.  The need for  additional  employees and their  availability
will be  addressed  in  connection  with  management's  decision  to enter  into
acquisitions or new business opportunities.


Item 2.   Description of Property

The  Company  owns no real  estate or other  properties.  Our  headquarters  are
located in New York City. The office is leased for a period of five years ending
on August 1, 2005.

Item 3.  Legal Proceedings

The Company is unaware of any pending or threatened litigation.

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

No  matters  were  submitted  to a vote of the  stockholders  during  the fourth
quarter of 2000.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Price Range of Class A Common Stock

The  Company's  common  stock is traded on the OTC  Bulletin  Board  Operated by
NASDAQ  (the  "OTC  Bulletin  Board")  under  the  symbol  "UMDA."  Prior to the
Company's  acquisition  of Uncommon  Nevada on December 8, 2000, no  significant
trading  activity  occurred with respect to the Company's common stock. The high
and low bid price of the common stock as reported by the OTC Bulletin Board from
December 8, 2000,  the date on which the  Company's  common stock began  trading
under the symbol  "UMDA",  through  December  31,  2000 was  $2.3125 and $1.875,
respectively.  These  quotations  reflect  inter-dealer  prices,  without retail
mark-up,  mark-down or  commission,  and may not  necessarily  represent  actual
transactions.

The  approximate  number of record holders of our Common Stock at April 4, 2001,
was 32, not including  beneficial owners whose shares are held by banks, brokers
and other nominees.

The Company has not paid any dividends.  The Company does not expect to pay cash
dividends  on its common  stock in the  foreseeable  future as any  earnings are
expected  to be retained to finance the  Company's  operations.  Declaration  of
dividends in the future will remain within the discretion of the Company's Board
of Directors.

Recent Sales of Unregistered Securities

In February  2000,  we issued an  aggregate of  19,200,000  shares of our common
stock to Lawrence  Gallo,  our President,  Gus Rodriguez,  our Vice President of
Administration  and  Mitchell  Sandler,  our Vice  President  of  Marketing,  in
exchange for all of the issued and outstanding shares of Uncommon Nevada.

                                       5
<PAGE>


In November 2000, three of our shareholders advanced the Company an aggregate of
$275,000 which was convertible into common stock of the Company.  In March 2001,
we issued 275,000 shares of our common stock to such individuals pursuant to the
advances.

In April 2001, we issued 2,667 shares of our common stock to one  individual for
an aggregate purchase price of $5,000.

For each of the above sales, we relied upon an exemption from registration under
Section  4(2) of the  Securities  Act as a  transaction  not  involving a public
offering.



Item 6. Management's Discussion and Analysis or Plan of Operation

Plan of Operation

Pursuant to a Share  Purchase  Agreement  dated as of December 8th, 2000 between
the Company and Uncommon Nevada,  we exchanged  19,200,000  shares of our common
stock  on a  one-for-one  basis  for all of the  outstanding  capital  stock  of
Uncommon Nevada.  The share exchange was accounted for as a reverse  acquisition
of the Company by Uncommon Nevada,  whereby the Company was the "legal acquirer"
in the transaction and Uncommon Nevada was the "accounting  acquirer".  As such,
the following information is that of Uncommon Nevada prior to the closing of the
transaction and that of the Company thereafter.

We are a  development-stage  company focused on creating and delivering targeted
advertising using a combination of multimedia technology, software and real-time
Internet interaction.  In connection therewith,  we provide interactive Internet
products  with  multilingual  capabilities  to  consumers  and provide real time
product or service  research,  or "Market  Metrics",  to  advertisers  using our
products.  Our  business  strategy  is based  upon a new  concept  in  media,  a
comprehensive program known as "Crossover Media".  Crossover Media refers to any
media which borrows  features from more than one form of media or links users of
complimentary forms of media, such as print media and the Internet.

For the  foreseeable  future,  management  intends to pursue a dual  strategy of
internal  growth and growth  through  complementary  acquisitions  as a means to
develop the Company.

Employees

As of December  31,  2000,  we engaged five  employees,  consisting  of Lawrence
Gallo,  our  President  and  Chairman  of the  Board,  Gus  Rodriguez,  our Vice
President of Administration,  Mitchell Sandler, our Vice President of Marketing,
a production manager,  and an administrative  assistant.  Subsequent to December
31,  2000,  the  Company  hired  two  additional  employees,  consisting  of  an
administrative  and production  assistant.  We are not subject to any collective
bargaining  agreements and believe that our relationships with our employees are
good. The need for additional employees and their availability will be addressed
in  connection  with  management's  decision to enter into  acquisitions  or new
business opportunities.

Results of Operations

During the period  September 13, 2000 (date of inception of Uncommon  Nevada) to
December 31, 2000, we did not engage in any  significant  operations  other than
organizational  activities,  acquisition  of capital and  promotional  and sales
efforts.  No revenues were earned by the Company during this period. We incurred
a net loss of $533,167 during the period from September 13, 2000 to December 31,
2000 and, as of such date, our current  liabilities  exceeded our current assets
by  $291,572.   Although  we  are  currently  pursuing   appropriate   financing
alternatives  in an effort to  strengthen  our  financial  condition,  we cannot
assure you that any such  financing  will be obtained or that,  if obtained,  it
will be on terms which are favorable.

Liquidity and Capital Resources

Through  December 31, 2000,  our primary  source of financing came from interest
free loans of  approximately  $61,000  from  certain  officers  of the  Company,
advances  of  $275,000  from  three  individuals,  and a  $50,000  loan  from an
affiliated entity. We have received additional financing during 2001 in the form
of officer and affiliated loans and proceeds from the sale of equity securities.

                                       6
<PAGE>


Management  of the Company has  advised  that they will  continue to pay certain
costs and expenses of the Company  from their  personal  funds as interest  free
loans  in  order  to  facilitate  the  development  of  the  Company's  plan  of
operations.  The Company will also seek additional  financing through loans, the
sale  and  issuance  of  additional  debt  and/or  equity  securities,  or other
financing arrangements, although there can be no assurance that the Company will
be successful in obtaining  such  financing on favorable  terms,  or at all. The
Company does not intend to pay dividends in the foreseeable future.



                                  RISK FACTORS

An  investment  in our  company  involves  a high  degree  of risk.  You  should
carefully consider the risks factors  identified below,  together with the other
information  contained  in this  report,  before  you  decide  to  invest in our
company. If any of the following risks actually occur, our business,  results of
operations  and financial  condition  could be harmed,  the trading price of our
common stock could decline, and you could lose all or part of your investment.


Our Limited Operating History Makes Evaluating Our Business Highly Speculative.

We commenced our operations as presently conducted in September 2000,  following
our share  exchange  with IJC.  Accordingly,  we have a very  limited  operating
history  upon  which  potential  investors  may  evaluate  whether  we  will  be
successful and this could  negatively  affect our ability to raise  financing or
maintain a market for our  securities.  In  addition,  our  revenue  sources are
evolving. To date, we have not generated significant revenues.

We have not yet  established a commercially  viable market for our Uncommon CDs.
Although we believe that we have the expertise to commercialize the Uncommon CDs
and attract  advertisers  to this medium,  there is no assurance that we will be
successful  or that the  Uncommon  CDs will prove to have  widespread  appeal to
sponsors and  advertisers.  We face the risks,  expenses and  difficulties  that
companies frequently encounter in their early stage of development, particularly
companies in new and rapidly-evolving markets.


We Have Not Generated any Revenues to Date And Anticipate Continued Losses.

During the period  September 13, 2000 (the date of our  acquisition  of Uncommon
Nevada) to  December  31,  2000,  the  Company  has  engaged  in no  significant
operations  other than  organizational  activities,  acquisition  of capital and
promotional  and sales  efforts.  No revenues were earned by the Company  during
this period.  Moreover,  we expect to incur  significant  operating  and capital
expenditures and, as a result, we will need to generate  significant  revenue to
achieve and maintain  profitability.  We cannot  assure you that we will achieve
sufficient  revenue to achieve or sustain  profitability.  Even if we do achieve
profitability,   we  cannot   assure  you  that  we  can   sustain  or  increase
profitability  on a quarterly  or annual basis in the future.  If revenue  grows
slower than we  anticipate  or  expenses  exceed our  expectations  or cannot be
reduced accordingly, our business, results of operations and financial condition
will be materially and adversely affected.


Our Success Is Highly Dependent On An Unconventional  and Unproven  Distribution
Strategy.

A large percentage of our anticipated growth is predicated upon a business model
that involves a distribution strategy that has no meaningful precedent and which
may prove unsuccessful.  Our Uncommon CD products are expected to be distributed
to  consumers  as free  attachments  to  consumer-related  magazines  and  other
periodicals  sold to  subscribers.  While there have been many  examples of free
promotional  items such as  fragrance  samples  and even CD-ROM  products  being
inserted  into  magazines,  we are unaware of any  initiative  comparable to our
planned  roll-out  to which we can point to as an example  of, and refer to as a
model for, the successful implementation of such a strategy,  particularly where
such inserts  were not  paid-for-advertising  to the  magazines.  Including  our
Uncommon  CD's  as  part  of  their  magazine  mailing  packages  requires  that
publishers take steps beyond those  ordinarily  taken,  including some that have
associated costs and some which may adversely impact their existing  franchises,
and  there  can  be no  assurance  that  publishers  will  be  willing  to  risk
participation  in such a practice,  or if they are willing to participate,  that
they will ultimately come to embrace it.

The nature of our  distribution  strategy also puts us in a position  whereby we
may be  faced  with  having  to  provide  exclusive  arrangements  in  order  to
demonstrate  the value of our  product.  Our  success,  as measured  through our
advertising  revenues,  depends  on our  ability  to  consistently  reach  broad
segments  of the  population.  This  will be  accomplished  through  the  market
penetration  that we expect to  achieve  by  including  our  Uncommon  CD's with
magazines that have very large national and international  circulations.  To the
extent that the initial  publishers  which agree to include our Uncommon CD's in
their

                                       7
<PAGE>


magazine's  insist  upon any  degree  of  exclusivity  as a  condition  to their
involvement, we may be required to severely limit our ability to align ourselves
with other  publications  and thereby limit our  potential for future  revenues.
While many of the  publishers of the kinds of magazines  with which we expect to
associate  our  business  are  large  media  companies  that own many  different
magazines which cut across many different categories and demographic groups, and
any exclusive  arrangement with such a group would offer tremendous benefit even
if we are  required  to  provide  some  degree of  exclusivity,  there can be no
assurance that any  exclusivity,  if given,  will be given to one of these large
media  companies,  or that any such grant will not be highly  restrictive in its
scope.


We Will Not Be Able To Achieve Meaningful Revenue Growth Or Profitability Unless
Our Uncommon CD's Gain Market Acceptance.

To be successful,  we will need to achieve broad acceptance of our Uncommon CD's
as a viable advertising and promotional tool by advertisers,  media publications
and their subscribers.  Our ability to generate significant revenue will depend,
in part, on our ability to contract with publications to distribute our Uncommon
CDs, and with advertisers  that have continuing  plans for Internet  advertising
and/or  e-commerce.  Further,  our Uncommon CDs must result in  sufficient  user
traffic with demographic  characteristics attractive to our advertisers.  We are
affected  by  general  industry  conditions  governing  the supply and demand of
advertising.  The intense  competition among advertising  sellers has led to the
creation of a number of advertising  alternatives.  These  alternatives  make it
difficult for us to predict our future levels of advertising revenues.

Intensive  marketing and sales  efforts may be necessary to educate  prospective
advertisers regarding the uses and benefits of our approach to advertising,  and
to generate demand for, our products and services.  Advertisers may be reluctant
or slow to adopt a new approach  that may  replace,  limit or compete with their
established methods of advertising.

Acceptance  of our  new  advertising  solutions  will  depend  on the  continued
development of Internet commerce,  communication and advertising, and demand for
our  solutions.  We cannot  assure  you that  there will be a demand for our new
solutions or that any demand would be sustainable.


Our Distribution Strategy Is Likely To Result In Our Becoming Highly Dependent
Upon Our Distributors.

Our  success,  as measured  through  our  advertising  revenues,  depends on our
ability to  consistently  reach broad segments of the  population.  This will be
accomplished  through  the  market  penetration  that we  expect to  achieve  by
including our Uncommon  CD's with  magazines  that have very large  national and
international circulations. Because of the reliance upon the publishers of these
magazines  that we are likely to develop  as a result,  however,  we face a risk
that our  distributors  will  increasingly  develop  leverage  over us in direct
proportion  to  the  growth  of our  business,  which  leverage  may  result  in
decreasingly favorable distribution terms as time progresses. Although we do not
expect  to  have to pay  magazine  publishers  initially  for  distributing  our
Uncommon  CD's because of the  additional  value we believe that they provide to
subscribers  (resulting in other  benefits to the  publishers),  there can be no
assurance  that  our   diminishing   leverage  over  time  will  not  result  in
circumstances  that cause us to have to accept  relatively  unfavorable terms in
order to  maintain  or further  develop  our  business.  Any such  change in the
economic  terms upon which we are able to sustain  and grow our  business  could
have a  materially  adverse  effect on our  business,  financial  condition  and
results of operations.


Competition In Marketing, Advertising And Promotion Is Intense And Likely To
Increase In The Future, And We May Not Be Able To Compete Successfully.

The  market  for  advertising,  promotion  and  marketing-related  products  and
services is very competitive. We expect this competition to continue to increase
because  there are low  barriers to entry.  Competition  may also  increase as a
result of industry consolidation.

Many  of our  existing  competitors,  as  well  as a  number  of  potential  new
competitors,  have longer operating histories, greater name recognition,  larger
customer  bases and  significantly  greater  financial,  technical and marketing
resources  than us. These factors may allow them to respond more quickly than we
can to new or emerging technologies and changes in customer requirements. It may
also  allow them to devote  greater  resources  than we can to the  development,
promotion and sale of their products and services.  These  competitors  may also
engage in more extensive  research and development,  undertake more

                                       8
<PAGE>


far-reaching  marketing  campaigns,  adopt more aggressive  pricing policies and
make more  attractive  offers to existing  and  potential  employees,  strategic
partners and  advertisers.  We cannot assure you that our  competitors  will not
develop products or services that are equal or superior to our solutions or that
achieve  greater  acceptance  than  our  solutions.  In  addition,  current  and
potential   competitors   have   established   or  may   establish   cooperative
relationships  among themselves or with third parties to increase the ability of
their products or services to address the needs of our  prospective  advertising
clients. Increased competition is likely to result in price reductions,  reduced
gross  margins and loss of market  share.  We cannot  assure you that we will be
able to compete  successfully or that competitive  pressures will not materially
and adversely affect our business, results of operations or financial condition.


The Market for the Promotion and Distribution of Music is Highly Competitive.

Currently,  the top five major record companies,  BMG Entertainment,  Sony Music
Entertainment,  EMI Recorded  Music,  Warner Music,  and  Universal  Music Group
account for  approximately  80% of the music sold  worldwide.  In  addition,  we
expect to face competition from:

     o    Providers  of online  music  content,  ,  including,  but not limited,
          mp3.com, www.music.com,  crunch music, eatsleepmusic.com,  emusic.com,
          Internet  Underground  Music  Archive,  LiquidAudio.com,   listen.com,
          ubl.com,  musicmatch.com,   riffage.com,  shoutcast.com,  spinner.com,
          netradio.com and worldwidebands.com.

     o    Providers  of  online  multimedia  content,  which may  include  music
          content,  such as  audible.com,  audiohighway.com,  bn.com (Barnes and
          Noble),   broadcast.com,    download.com,   launch.com,   librius.com,
          sighsound.com, sonicnet.com, and Web sites of other companies.


     o    Online destination sites with greater resources than the Company, such
          as online music retailers like  Amazon.com,  Inc. and online "portals"
          such as America Online,  Inc.,  Excite,  Inc.,  Infoseek  Corporation,
          Lycos, Inc. and Yahoo!, Inc.

Many of these  competitors,  as well as a number of potential  new  competitors,
have longer operating histories, greater name recognition, larger customer bases
and significantly greater financial,  technical and marketing resources than us.
Moreover,  barriers to entry on the Internet are relatively low and,  therefore,
we expect competition to increase significantly in the future.


Reliance on Artists and Independent Record Labels.

We will rely on artists  and  independent  record  labels to  provide  the music
content for  UncommonMusic.com.  UncommonMusic.com's  success will depend,  to a
large extent,  on its ability to offer high quality and diverse  music  choices,
and  services.  Our failure to attract and retain  artists and record labels who
can provide  content  would limit the overall  quality and quantity of the music
selection on  UncommonMusic.com.  Our ability to attract and retain  artists and
record labels will require us to offer  sufficient  benefits,  such as effective
artist promotion  through our Uncommon CDs, artist services and  artist-oriented
content,  to encourage  them to remain with  UncommonMusic.  If we are unable to
effectively  serve and provide  valuable  tools to  artists,  artists and record
labels may leave the websites and remove their content.  This could also prevent
us from attracting new artists. The loss of artists and the inability to attract
new artists would impair our ability to generate revenue.


Our Primary Source of Revenue is Based on Advertising Which Is Highly
Competitive And Highly Cyclical.

Advertising  will  be  the  Company's  most   significant   source  of  revenue.
Competition  from  other  forms  of media  available  in the  Company's  various
markets,  including  direct  marketing and the  Internet,  affects the Company's
ability to attract and retain  advertisers  and to increase  advertising  rates.
Advertising  could be negatively  affected by an economic downturn in any of the
Company's   markets.   Advertising   revenues  cause  the  Company's   quarterly
consolidated  results  to  vary by  season.  Second-quarter  and  fourth-quarter
advertising volume is higher than first- and third-quarter volume since economic
activity  tends to be lower after the holidays  and in the summer.  National and
local economic  conditions  affect the levels of the Company's  sales,  and most
particularly,  advertising revenue. Structural changes in the retail environment
may also depress the level of advertising revenue.

In addition to online advertising and marketing firms, we must also compete with
indirectly with  television,  radio,  cable and print  (traditional  advertising
media) for a share of advertisers' total advertising budgets. Advertisers may be
reluctant  to


                                       9
<PAGE>

allocate  a  significant,  or in some cases  any,  portion of their  advertising
budget to our technology-based media, particularly since it is new and unproven.
In  addition,  in response to adverse  economic  or  business  conditions,  many
advertisers reduce their advertising and marketing spending. These circumstances
would increase the  competition  we face to sell our products and services,  and
could  materially  and adversely  affect our business,  results of operations or
financial condition.


We Have Limited Intellectual Property Protection And There Is A Risk That Our
Competitors Will Be Able To Appropriate Our Technology.

Our ability to compete depends to a significant extent on our ability to protect
our  intellectual  property and to operate without  infringing the  intellectual
property  rights of  others.  We do not  currently  have any  pending  or issued
patents,  nor  do  we  have  any  registered  copyrights  with  respect  to  our
intellectual  property rights. There can be no assurance that our pending patent
application will be granted. We rely on employee and third party  non-disclosure
agreements and on the legal principles  restricting the unauthorized  disclosure
and use of trade secrets. It might be possible for a third party,  including the
magazine  publishers  that  distribute  our Uncommon  CD's and which are or will
become very familiar with our business model, to replicate our business model.

Although we intend to defend our  intellectual  property,  we can not assure you
that  the  steps  we  have  taken  or that we may  take  in the  future  will be
sufficient to prevent misappropriation or unauthorized use of our technology. In
addition, there can be no assurance that foreign intellectual property laws will
protect our intellectual property rights. There is no assurance that the pending
patent application will be granted, or that any issued patent or copyrights will
not be challenged,  invalidated or circumvented.  There is no assurance that the
rights  granted  under  patents  that may be  issued or  copyrights  that may be
registered  will provide  sufficient  protection  to our  intellectual  property
rights.   Moreover,   we  cannot  assure  you  that  our  competitors  will  not
independently develop technologies similar, or even superior, to our technology.


Our Business Ventures To Promote, Produce And Distribute Music Are Highly
Speculative, And We May Not Succeed In Attracting Musical Talent That Appeals To
Our Users Or Consumers Generally.

We have formed our UncommonMusic group to establish a music label and publishing
company  that will sign new artists  and  songwriters  and  promote  their music
through our Uncommon  Media  channels,  including our Uncommon  CD's.  This is a
highly  speculative  venture to which we expect to commit significant funds over
the next several years. Although we expect to hire and rely on experienced music
industry  management to lead our  UncommonMusic  group and expect to attract new
talent by  offering  more  favorable  economic  terms and  other  benefits  than
traditional music companies,  starting a new music business of any type involves
significant risk.

To establish our UncommonMusic  group, we must attract and sign music artists to
recording  contracts,  sign  songwriters  to publishing  contracts,  produce and
publish music and establish systems to distribute music to consumers.  We cannot
assure you that we will succeed in attracting musical talent that will appeal to
viewers of our Uncommon Media products and consumers generally,  that we will be
able to  distribute  and sell  music  through  our media  channels,  or that our
UncommonMusic group will become profitable.

As part of our plan for the development of our UncommonMusic group, we intend to
promote  artists by integrating  their work and image into our various  products
and media channels. Therefore, the success of our promotional efforts depends in
large part on the ability of our Uncommon Media initiatives generally, including
our  UncommonCD's.  If we  are  unsuccessful  in  effectively  distributing  our
Uncommon  CD's,  we will not be able to provide  the  promotional  opportunities
necessary  to  attract  and  cultivate  recording  artists,  which  could have a
material adverse effect on the results of operations of our UncommonMusic group.


Technological Developments May Render Our Service Obsolete.

Our services and  products,  and the services and products we expect to offer in
the future,  are  impacted by rapidly  changing  technology,  evolving  industry
standards,  emerging  competition  and frequent new service,  software and other
product introductions. Moreover, the proliferation of high-speed Internet access
will have a negative  impact on the market for our Uncommon CDs, as  advertisers
will be likely to develop graphic intensive Web sites or online  advertisements.
There  can be no  assurance  that  we can  successfully  identify  new  business
opportunities  and  develop  and bring new  services  or products to market in a
timely and  cost-effective  manner,  or that services,  products or technologies
developed by others will not render our products or services obsolete.


                                       10
<PAGE>


If We Cannot Obtain  CD-Rom  Manufacturing  And  Packaging  Services On A Timely
Basis,  We May Not Be Able To  Timely  Deliver  Our  Uncommon  CD  Products  For
Distribution And Our Sales Will Be Adversely Affected.

We rely on an agreement with Feldman Media Group,  LP to manufacture and produce
our Uncommon  CD's.  Accordingly,  we are subject to the risks  associated  with
using a sole  supplier.  Should this  arrangement be modified or not produce the
desired results,  we may be required to supply  substantial  working capital for
the production of our Uncommon CDs.


Our Success Depends On The Efforts Of, And Our Ability To Retain, Our Executive
Officers And To Attract And Retain Qualified Personnel.

We believe  that the efforts of our  executive  officers,  Lawrence  Gallo,  our
President  and  Chairman of the Board,  Gus  Rodriguez,  our Vice  President  of
Administration  and  Mitchell  Sandler,  our Vice  President of  Marketing,  are
essential to our  operations  and growth.  The loss of the services of either of
Messrs.  Gallo,  Rodriguez or Sandler  would  likely have a  materially  adverse
effect  on  our  business,  results  of  operations,   financial  condition  and
prospects.  We currently  do not have  employment  agreements  with any of these
executives.  Moreover, we do not maintain key-man life insurance on any of these
individuals lives.

Our success is  dependent  upon our ability to  attract,  assimilate  and retain
qualified  employees  and  consultants.  If we do not  succeed in  retaining  or
motivating  our current  personnel or in  recruiting  and  retaining  additional
qualified  employees,  our business will be adversely affected and our abilities
to  fulfill  our  business  plan  impaired.  Competition  for  personnel  in our
industry,  particularly  those with expertise,  is intense,  and there can be no
assurance that we will be able to attract and retain the necessary  personnel or
that we will be able to afford them in terms of cash compensation,  equity-based
incentives  or other  benefits.  Any  failure on our part to attract  additional
qualified employees or to retain the services of key personnel is likely to have
a materially  adverse affect on our business,  results of operations,  financial
condition and prospects.


Our Management And Directors Control A Majority Of Our Common Stock And Their
Interests May Be Inconsistent With Your Own.

As of April 4, 2001,  our  executive  officers and  directors  beneficially  own
approximately  65% of the  outstanding  common stock.  Accordingly,  if they act
together,  they  will  have the  power to  control  the  election  of all of our
directors and the approval of actions for which the approval of our shareholders
is required.  The effects of such stock ownership could be to delay or prevent a
change  of  control  of the  Company  unless  the  terms  are  approved  by such
shareholders.


A Public Market For Our Shares May Not Be Sustained And The Price May Fluctuate.

There  can be no  guarantee  that the  current  price  can be  maintained  or be
expected to increase in value.  If for any reason the common  stock is no longer
listed on the OTC Bulletin Board maintained by NASDAQ,  purchasers of the shares
may have  difficulty  selling their common stock should they desire to do so. We
intend to apply to have our common stock  approved  for  quotation on the Nasdaq
SmallCap Market at such time, in the future,  that it meets the requirements for
inclusion.  As of the date  hereof,  however,  the Company is not  eligible  for
inclusion on NASDAQ or for listing on any national stock exchange. All companies
applying and authorized for NASDAQ are required to have not less than $4,000,000
in net tangible assets, a public float with a market value of not less than five
million  dollars,  and a minimum bid of price of $4.00 per share. At the present
time,  the  Company is unable to state  when,  if ever,  it will meet the Nasdaq
application standards.  Unless the Company is able to increase its net worth and
market valuation  substantially,  either through the accumulation of surplus out
of earned income or successful  capital raising  financing  activities,  it will
never be able to meet the eligibility requirements of NASDAQ. In addition, it is
likely that the Company,  which,  as of April 4, 2001, had 29,477,667  shares of
common stock issued and outstanding,  will have to effect a reverse split of its
issued  and  outstanding   stock,  in  order  to  meet  the  minimum  bid  price
requirement.


We May Issue Preferred Stock With Certain Preferences May Depress Market Price
Of The Common Stock.

The Board of Directors  may  designate a series or classes of  preferred  shares
without  shareholder  consent  which  designations  may give the  holders of the
preferred stock, if previously issued, voting control and other preferred rights
such as to liquidation and dividends. The authority of the Board of Directors to
issue such stock without shareholder consent may have a depressive effect on the
market  price of  Uncommon  Media  Group's  common  stock even prior to any such
designation  or  issuance of  preferred  stock.  Any such  issuance of shares of
preferred stock, under certain circumstances,  could have the

                                       11
<PAGE>

effect of delaying or preventing a change in control of Uncommon  Media Group or
other  take-over  attempt and could  adversely  materially  affect the rights of
holders of shares of the common stock.


Absence Of Cash Dividends.

The Board of Directors does not  anticipate  paying cash dividends on the Shares
for the foreseeable  future and intends to retain any future earnings to finance
the growth of the Company's business. Payment of dividends, if any, will depend,
among  other  factors,  on  earnings,  capital  requirements,  and  the  general
operating and financial  condition of Uncommon Media Group,  and will be subject
to legal limitations on the payment of dividends out of paid-in capital.


Uncommon Media Group's Common Stock May Be Subject To Penny Stock Regulation.

Currently, our stock is publicly traded on the OTC Bulletin Board, maintained by
NASDAQ, quoted under the symbol "UMDA" at the closing bid price on April 4, 2001
of $1.6562.  Since our common  stock  trades  below  $5.00 per share,  it may be
considered  "penny stock." Penny stocks  generally are equity  securities with a
price of less than $5.00 per share other than  securities  registered on certain
national  securities  exchanges or quoted on the NASDAQ Stock  Market,  provided
that the current price and volume  information  with respect to  transactions in
such  securities is provided by the exchange or system.  Our  securities  may be
subject  to  "penny  stock"  rules  that  impose   additional   sales   practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers and accredited  investors (generally those with assets in
excess of $1,000,000 or annual income  exceeding  $200,000 or $300,000  together
with their spouse).  For transactions  covered by these rules, the broker-dealer
must make a special suitability determination for the purpose of such securities
and have received the purchaser's  written  consent to the transaction  prior to
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the  rules  require  the  delivery,  prior  to  the  transaction,  of a
disclosure  schedule  prescribed by the  Commission  relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  monthly  statements must be sent disclosing  recent price
information  on the limited  market in penny  stocks.  Consequently,  the "penny
stock" rules may restrict the ability of broker-dealers to sell our securities.

Item 7.  Financial Statements

The information required by this item is incorporated herein by reference to the
financial statements filed with this report.


Item 8.  Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure

The disclosure called for by this Item was previously reported on Form 8-K filed
with the Securities and Exchange Commission on March 5, 2001.

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act.

The information required by Item 9 of Form 10-KSB with respect to identification
of directors is incorporated by reference from the information  contained in the
sections  captioned  "Election of Directors"  "Management"  and "Compliance with
Section 16(a) of the Exchange Act" in UCMGi's definitive Proxy Statement for its
2001 Annual Meeting of  Stockholders  (the "Proxy  Statement"),  a copy of which
will be filed with the  Securities  and Exchange  Commission  before the meeting
date.

Item 10.  Executive Compensation.

The information  required by Item 10 of Form 10-KSB is incorporated by reference
from the information contained in the section captioned "Executive  Compensation
and Other Matters" in the Proxy Statement.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The information  required by Item 11 of Form 10-KSB is incorporated by reference
from the information contained in the section captioned "Stock Ownership" in the
Proxy Statement.


                                       12
<PAGE>


Item 12.  Certain Relationships and Related Transactions.

The information  required by Item 12 of Form 10-KSB is incorporated by reference
from the information  contained in the section captioned "Certain  Relationships
and Related Transactions" in the Proxy Statement.






Item 13.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit
No.      Description of Exhibit
3.1      Articles of Incorporation of the Company, incorporated by reference to
         exhibit 3.1 on Form 10SB12B filed June 8, 1999.
3.2      Bylaws of the Company, incorporated by reference to exhibit 3.1 on Form
         10SB12B filed June 8, 1999.

10.1     Acquisition Agreement between IJC Ventures Corp., and Uncommon Media
         Group, Inc. dated as of December 8, 2000, dated as of December 8, 2000,
         incorporated by reference to exhibit 2.1 on Form 8-K filed December 22,
         2000.
10.2     Lease Agreement, dated June 16, 2000, incorporated by reference to
         exhibit 10.1 on Form 8-K filed December 22, 2000. 16.1 Letter regarding
         change in certifying accountant, incorporated by reference to exhibit
         16.1 on Form 10SB12B filed February 27, 2001.
21.1*    Subsidiaries of the Company

--------------------------------------------------------------------------------
*  Filed herewith


(b)      Reports on Form 8-K

The Company filed a Current  Report on Form 8-K on December 21, 2000 pursuant to
Item 1 disclosing  the  resignation  of John (Jak)  Meyer,  the sole officer and
director of IJC, in connection with the acquisition of IJC by the Company.

The Company filed a Current  Report on Form 8-K on December 22, 2000 pursuant to
Items 1 and 2 disclosing  the Company's  consummation  of a share  exchange with
Uncommon Nevada.

The Company filed a Current Report on Form 8-K on March 5, 2001 pursuant to Item
4 disclosing a change in a change in the Company's certifying accountants.



                                       13
<PAGE>






                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                UNCOMMON MEDIA GROUP, INC.

                                By: /s/ Lawrence Gallo
                                ----------------------
                                Name: Lawrence Gallo
                                Title: President and Chairman of the Board

                                Date: April 16, 2001


Pursuant to the  requirements  of the Securities and 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.

Signature                            Title                             Date

                          President and Chairman of the Board
/s/ Lawrence Gallo        (principal executive officer)           April 16, 2001
-----------------=
Lawrence Gallo


/s/ Gus Rodriguez         Vice President of Administration and
-----------------         Director                                April 16, 2001

Gus Rodriguez

/s/ Mitchell Sandler      Vice President of Marketing and
--------------------       Director                               April 16, 2001

Mitchell Sandler
/s/ Bruce Magown          Director                                April 16, 2001
----------------
Bruce Magown

/s/ Ali Far               Director                                April 16, 2001
-----------
Ali Far

/s/ Allen Sherwin          Director                               April 16, 2001
-----------------
Allen Sherwin




                                       14
<PAGE>






                         Report of Independent Auditors

The Board of Directors
Uncommon Media Group, Inc.

We have audited the accompanying  balance sheet of Uncommon Media Group, Inc. (a
Development  Stage  Company)  (the  "Company")  as of December  31, 2000 and the
related statements of operations,  cash flows and stockholders'  deficit for the
period from  September 13, 2000 (date of inception) to December 31, 2000.  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 auditing standards  generally accepted
in the United States. 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 the Company at December 31,
2000,  and the results of its  operations and its cash flows for the period from
September 13, 2000 (date of  inception) to December 31, 2000 in conformity  with
accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As more fully described in Note 1, the
Company has incurred  operating losses, has a working capital deficiency and has
accumulated a deficit  during its  development  stage.  These  conditions  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  to reflect the  possible
future effects on the recoverability and classification of assets or the amounts
and  classification  of  liabilities  that may result  from the  outcome of this
uncertainty.


                                                           /s/ Ernst & Young LLP


April 4, 2001



                                       15
<PAGE>




                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                                  Balance Sheet

                                December 31, 2000

Assets
Current assets:
   Cash and cash equivalents                                    $     38,260
   Prepaid expenses                                                   17,423
                                                                ----------------
Total current assets                                                  55,683

Fixed assets:
   Furniture and fixtures                                             18,151
   Computer equipment                                                  3,893
   Leasehold improvements                                             43,361
                                                                ----------------
                                                                      65,405
   Less accumulated depreciation                                      (2,925)
                                                                ----------------
Fixed assets, net                                                     62,480

Other assets                                                          21,000
                                                                ----------------
Total assets                                                    $    139,163
                                                                ================

Liabilities and stockholders' deficit Current liabilities:
   Accounts payable                                             $      6,270
   Accrued expenses                                                  280,175
   Due to officers                                                    60,810
                                                                ----------------
Total current liabilities                                            347,255

Long-term debt and accrued interest                                   50,075

Advances convertible into common stock                               275,000

Stockholders' deficit:
   Preferred stock, $0.01 par value, 500,000 shares authorized,
     no shares issued and outstanding                                      -
   Common stock, $0.01 par value, 200,000,000 shares authorized,
     29,200,000 shares issued and outstanding                              -
   Deficit accumulated during development stage                     (533,167)
                                                                ----------------
Total stockholders' deficit                                         (533,167)
                                                                ----------------
Total liabilities and stockholders' deficit                     $    139,163
                                                                ================
See accompanying notes.



                                       16
<PAGE>



                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                             Statement of Operations

                    September 13, 2000 (date of inception) to
                                December 31, 2000


Revenue                                                      $            -

Operating expenses:
   Salaries and benefits                                            283,141
   Selling, general and administrative                              152,810
   Professional fees                                                 97,141
                                                           -------------------
Total operating expenses                                            533,092

Interest expense                                                         75
Provision for income taxes                                                -
                                                           -------------------
Net loss                                                     $     (533,167)
                                                           ===================

Per share information:
   Basic loss per common share                               $           (0.02)
                                                           ===================

   Weighted average number of shares outstanding                 21,382,000
                                                           ===================



See accompanying notes.

                                       17
<PAGE>



                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                             Statement of Cash Flows

                    September 13, 2000 (date of inception) to
                                December 31, 2000


Operating activities
Net loss                                                        $   (533,167)
Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation expense                                              2,925
     Interest expense                                                     75
     Changes in operating assets and liabilities:
       Increase in prepaid expenses                                  (17,423)
       Increase in other assets                                      (21,000)
       Increase in accounts payable and accrued expenses             286,445
       Increase in payable to officers                                60,810
                                                              ------------------
Net cash used in operating activities                               (221,335)
                                                              ------------------

Investing activities
Fixed asset purchases                                                (65,405)
                                                              ------------------
Net cash used in investing activities                                (65,405)
                                                              ------------------

Financing activities
Borrowings                                                           325,000
                                                              ------------------
Net cash provided by financing activities                            325,000
                                                              ------------------

Net increase in cash                                                  38,260
Cash at the beginning of the period                                        -
                                                              ------------------
Cash at the end of the period                                   $     38,260
                                                              ==================

Supplemental cash flow disclosure
Interest paid                                                   $          -
                                                              ==================
Income taxes paid                                               $          -
                                                              ==================



See accompanying notes.

                                       18
<PAGE>


                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                       Statement of Stockholders' Deficit

<TABLE>
<S>                                              <C>              <C>         <C>                   <C>


                                                   Preferred       Common         Accumulated
                                                     Stock          Stock           Deficit         Total
                                                 --------------- ------------ --------------------- ------------------
Balance at September 13, 2000                        $ -             $ -         $        -          $         -
Net loss                                               -               -           (533,167)           (533,167)
                                                 --------------- ------------ --------------------- ------------------
Balance at December 31, 2000                         $ -             $ -         $ (533,167)         $ (533,167)
                                                 =============== ============ ===================== ==================

</TABLE>


See accompanying notes.



                                       19
<PAGE>




                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                          Notes to Financial Statements

                                December 31, 2000




1. Organization and Summary of Significant Accounting Principles

Business

Uncommon Media Group, Inc. (the "Company") was founded on September 13, 2000 and
is a  development  stage  enterprise.  The  Company  intends  to  provide  media
solutions and services to  traditional  advertisers,  consumers and suppliers by
combining software applications with real-time Internet interaction. The Company
will also provide targeted marketing campaigns for advertisers.

Pursuant to a share  purchase  agreement  dated  December 8, 2000,  IJC Ventures
Corp. ("IJC") acquired all of the outstanding capital stock of the Company.  The
transaction was accounted for as a reverse  acquisition  whereby the Company was
treated  as the  acquirer  and  IJC  as  the  acquiree,  because  the  Company's
shareholders owned a majority of the combined company's shares outstanding as of
the closing date (the  "Acquisition").  In connection with the  Acquisition,  on
February 9, 2001,  the Company issued  19,200,000  shares of common stock to its
officers.

IJC was a public  registrant  whose  common  stock was  traded  on the  over-the
counter  bulletin board and had no operations or activities  through the closing
of the transaction.  IJC stockholders  continue to hold 10,000,000 shares of the
Company's common stock. Pro forma financial  information for the Acquisition has
not been presented  because it is not  considered  material to the operations of
the Company.

Basis of Presentation

The  accompanying  financial  statements  reflect  the  historical  cost  of the
Company's assets and liabilities.  Significant accounts and transactions between
the Company and its affiliates are disclosed as related party transactions.

Going Concern

The Company will require  additional capital in order to meet its cash needs for
the next year. These  conditions raise doubt regarding the Company's  ability to
continue as a going  concern.  The Company is currently  negotiating  with third
parties  in  an  attempt  to  obtain  additional  sources  of  funds  which,  in
management's opinion, would provide adequate cash flows to finance the Company's
operations.  There can be no


                                       20
<PAGE>



assurance that the Company will have sufficient  funds to finance its operations
through the year ending December 31, 2001.

Use of Estimates

The  presentation  of the financial  statements in  conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  footnotes  thereto.  Actual  results  could  differ  from those
estimates.

Cash and Cash Equivalents

Cash and cash  equivalents  consist  of all  highly  liquid  investments  with a
maturity of three months or less when purchased.

Fixed Assets

Fixed assets are stated at cost.  Depreciation is provided on the  straight-line
basis as follows:

                                         Estimated
                                        Useful Life
                                      ----------------
Furniture and fixtures                    5 years
Computer equipment                        3 years
Leasehold improvements                    5 years

Loss Per Share

Basic  earnings  per share  ("EPS") is computed by  dividing  net income  (loss)
available to common  stockholders by the weighted average number of common stock
shares  outstanding  during the year.  Loss per share is  unchanged on a diluted
basis since the Company has no potentially dilutive securities outstanding.

Revenue Recognition

The Company will provide targeted marketing  campaigns and interactive  Internet
programs with  multilingual  capabilities in the form of CD Roms to advertisers,
consumers, and suppliers of media and music. Revenue will be recognized when the
CD Roms are  distributed  to the  publications  or other  medium of  advertising
specified within the contracts governing the campaigns and interactive programs.

Income Taxes

The Company recognizes  deferred tax assets and liabilities based on differences
between  financial  reporting and tax bases using the enacted tax rates and laws
that are  expected  to be in effect  when the  differences  are  recovered.  The
Company  provides a  valuation  allowance  for  deferred  tax  assets  which are
considered unrealizable.


                                       21
<PAGE>



2. Income Taxes

The Company did not provide  any  current or  deferred  U.S.  federal,  state or
foreign income tax provision or benefit for the period presented  because it has
experienced  operating losses since  inception.  The Company has provided a full
valuation  allowance on the deferred  tax asset,  consisting  primarily of a net
operating loss, due to uncertainty regarding its realizability.

At December 31, 2000, the Company had a net operating loss of $522,329 related
to U.S. federal and state jurisdictions. Utilization of the net operating loss,
which begins to expire starting in 2021, may be subject to certain limitations
under the Internal Revenue Code of 1986, as amended, and other limitations under
state and foreign tax laws.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax asset at December 31, 2000 are as follows:

Net operating loss                                         $  199,791
Valuation allowance for deferred tax assets                  (199,791)
                                                        -----------------
Deferred tax asset, net                                  $          -
                                                        =================

3. Debt and Other Obligations

On December 20, 2000, the Company borrowed  $50,000 from MIDO  Consulting,  Inc.
("MIDO"),  an  affiliate  entity,  as an unsecured  loan bearing  interest at an
annual rate of 5% (the "Loan"). Principal and accrued interest are due on May 1,
2002. At December 31, 2000, the Company had $50,000 outstanding under the Loan.

During  November  2000,  the  Company  received  non-interest  bearing  advances
totaling  $275,000 from three  individuals.  In March 2001,  these advances were
exchanged for 275,000 shares of the Company's  common stock.  As of December 31,
2000, the amounts are reflected as advances convertible into common stock on the
accompanying balance sheet.

4. Commitments

The Company  leases  office space under a  noncancelable  operating  lease which
expires on October 31, 2005. Rental expense for the period September 13, 2000 to
December 31, 2000 was  $35,604.  Future  minimum  rental  commitments  under the
noncancelable operating lease are as follows at December 31, 2000:


                                       22
<PAGE>

                          2001      $85,050
                          2002       87,600
                          2003       90,227
                          2004       92,938
                          2005       78,790

5. Related Party Transactions

During the period  September 13, 2000 to December 31, 2000, two of the Company's
officers  paid certain  costs and  expenses on behalf of the Company.  The funds
were provided as interest free loans in order to facilitate  the  development of
the Company.  Total amount due to officers at December 31, 2000 was $60,810. The
loans are payable on demand.

6. Subsequent Events

During the period  January 1, 2001 to March 28,  2001,  the Company  borrowed an
additional  $265,000 from MIDO. The loans bear interest at an annual rate of 5%.
Principal and accrued interest are due on May 1, 2002. The Company also borrowed
an  additional  $10,000 from one of its officers on January 10, 2001 in the form
of an interest free loan which is payable on demand.

On February 20, 2001, the Company received $5,000 from an individual investor in
exchange for 2,667 shares of the Company's  common stock. The shares were issued
on April 4, 2001.  The Company  also issued  warrants  for the right to purchase
100,000  shares of common stock at $0.01 per share to outside  consultants.  The
warrants  were granted on March 21, 2001 and expire on March 21, 2006.  The fair
value of the warrants will be recognized as expense  during the first quarter of
2001.

                                       23
<PAGE>