SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
         of 1934

                  For the fiscal year ended December 31, 2001

[ ]      Transition Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

            For the transition period from ___________ to ___________

                         Commission file number: 1-11386

                           UNCOMMON MEDIA GROUP, INC.
                           --------------------------
                 (Name of Small Business Issuer in Its Charter)

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

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

                                 (212) 956-1494
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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


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

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of Class)

                        WARRANTS TO PURCHASE COMMON STOCK
                        ---------------------------------
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. 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 this Form 10-KSB.  [ ]

         The issuer's revenues for its most recent fiscal year were $29,312.

         The aggregate market value of the Common Stock held by non-affiliates
of the registrant on April 18, 2002 (computed by reference to the closing bid
price of $.06 on such date) was $1,283,110.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares outstanding of the issuer's Common Stock, par
value $.01 per share as of April 18, 2002, was 38,585,167.

         Transitional Small Business Disclosure Format (check one): Yes    No X
                                                                       ---   ---


<PAGE>


                              CROSS REFERENCE SHEET
                                       AND
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                     PART I

<S>               <C>                                                                              <C>
ITEM 1.           Description of Business                                                           1
ITEM 2.           Description of Property                                                           7
ITEM 3.           Legal Proceedings                                                                 7
ITEM 4.           Submission of Matters to a Vote of Security Holders                               7


                                     PART II

ITEM 5.           Market for Common Equity and Related Stockholder Matters                          7
ITEM 6.           Management's Discussion and Analysis or
                  Plan of Operation                                                                 9
ITEM 7.           Financial Statements                                                             19
ITEM 8.           Changes In and Disagreements with Accountants on Accounting and
                  Financial Disclosure                                                             19

                                    PART III

ITEM 9.           Directors, Executive Officers, Promoters and Control Persons,
                  Compliance with Section 16(a) of the Exchange Act (2)                            19
ITEM 10.          Executive Compensation (3)                                                       20
ITEM 11.          Security Ownership of Certain Beneficial Owners and Management (4)               23
ITEM 12.          Certain Relationships and Related Transactions (5)                               24
ITEM 13.          Exhibits and Reports on Form 8-K                                                 25
</TABLE>

<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.

         During the year ended December 31, 2001, we generated $29,312 of
revenues in connection with one CD Rom release. We have not generated a
significant level of revenues and therefore have not commenced our planned
principal operations.

         We are a development-stage company focused on creating and delivering
targeted entertainment content and advertising using a combination of multimedia
technology, software and real-time Internet interaction. In connection
therewith, we intend to provide interactive Internet products to consumers and
provide real time product or service research, or "Market Metrics", to
entertainment media companies and advertisers using our products and research
services. 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 cable T.V., radio, print media
and the Internet.

         RECENT DEVELOPMENTS

         On April 8, 2002, the Company acquired ten percent of the outstanding
shares of common stock of Ground Troop Marketing, LLC. ("Groundtroop") in
exchange for payment of $100,000 of cash. The Company has the right to purchase
an additional fifteen percent of Groundtroop on or before April 30, 2002, in
exchange for cash of $150,000 and 3,000,000 shares of restricted common stock of
the Company. The 3,000,000 shares are subject to first priority piggyback
registration rights with any shares registered by the Company on behalf of any
executive of the Company. The shareholders of Groundtroop are entitled to
additional shares of common stock to the extent that the closing ask and bid
price for the Company's common stock for the 30 day period immediately preceding
the one year anniversary of the agreement, is less than one dollar per share.

         The Company also received a six month option to purchase the remaining
seventy five percent of Groundtroop in exchange for a cash payment of $1,500,000
plus an additional 3,000,000 shares of restricted common stock of the Company
upon exercise of the option, with the same piggyback registration rights as
described above. The Company may extend the option for an additional six months
in exchange for a cash payment of $250,000. If the option is extended the cash
portion of the purchase price is increased to $2,000,000 (the "Extended Purchase
Price") and the $250,000 payment made may be applied to the Extended Purchase
Price.


                                       1
<PAGE>

         In the event that Groundtroop receives a valid written offer from any
third party to acquire 100% of Groundtroop stock written one year from the date
of this agreement, the Company has the right of first refusal to acquire the
stock on the same terms and conditions as the third party offer. If the Company
declines the right of first refusal and Groundtroop completes the sale
transaction with any third party, then Groundtroop will split the proceeds of
such sale 50/50 with the Company.

         The Company has agreed to pay the monthly salary of one of the
Groundtroop officers in the amount of $13,750 commencing on May 1, 2002, which
amounts are repayable to the Company in connection with the completion of the
acquisition of Groundtroop stock.

         With headquarters based in Los Angeles, Groundtroop addresses Digital
Rights Management (DRM) and Data Tracking Analysis (DTA) technology, providing
substantial accounting of real time file transfer and tracking in the recording
and media industry.

         Groundtroop utilizes a computerized system for tracking music downloads
at file sharing host sites which provides the ability to track all downloads in
real-time. This system tracks and reports internet file sharing of audio, video
entertainment and book files and compiles file sharing from host locations into
real-time reports to provide a complete picture of the internet downloading of
music, entertainment and publishing properties. The system will help by
providing and managing alternate solutions for compiling marketing data
previously unavailable to entertainment media companies. The system also has the
ability to create the most authoritative charts of music downloads.

         Groundtroop will be able to provide real-time file tracking,
accountability and monitoring. This technology enables music and media companies
to realize the benefits of the investment in their Intellectual Property assets
by tracking and monitoring all exchanges of entertainment material on Internet
file-trading sites, authorized and unauthorized.

         Groundtroop technology will assist UMGI in creating a powerful
marketing and research tool for entertainment media companies. It also gives us
a different source of data collecting to help create a powerful database for
future entertainment marketing. We are exploring different revenue models
utilizing the technology that may help resolve issues currently facing the
recording industry.

         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 "WWF", "Spin" and "Vibe". Uncommon CD's are
distributed in popular magazines to their targeted audiences. CD's are tailored
to the distributing publications feel and style by featuring content based on
topics found in the magazines. Rich media content, commercials, and music videos
help create an enjoyable product. Utilizing next generation software each CD
tracks the consumers use of the CD ROM providing advertisers and record
companies real-ime information regarding consumer's responses to their
advertising and music videos.

         CD's also include as 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 bandwidth 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 research we compile will
be made available as reports to the entertainment media companies and
advertisers on each specific CD Rom.


                                       2
<PAGE>

         K.I.D. TECHNOLOGY

         It is the software code found on Uncommon CDs that enables CD ROM, DVD,
websites and other content distribution mediums to compile market matrix and
create profiles of their users. This software enables the content provider a
system of compiling data on their audiences for use in marketing and promoting
their products. Uncommon intends to license this technology to music and
entertainment media companies. Licensing K.I.D. to music and entertainment media
companies, that distribute their product on CD, DVD, wireless devices, cable
T.V. and/or the internet, provides them the ability to track their content and
profile overall customer response in real-time. Creating an entirely new method
of marketing and promoting directly to the consumers. Also, creating a highly
sophisticated ratings system that can help estimate the popularity of content
among their audiences.

         UNCOMMON MUSIC

         We also intend to leverage off of the distribution network provided by
our Uncommon CDs to become a leading provider of entertainment content marketing
and promotion. 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 Uncommon Music will feature
exclusive music content, marketing and research features and e-commerce
services.

         BUSINESS STRATEGY

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

                  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.

                  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.

                   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.


                                       3
<PAGE>

                  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.

                  Pursue Complementary Acquisition Opportunities. We expect to
                  seek acquisitions that will provide us with complementary
                  assets, personnel and advertising channels.

         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 music 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
Feldmann 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 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.

         K.I.D. TECHNOLOGY

         It is the software code found on Uncommon CDs that enables CD ROM, DVD,
websites and other content distribution mediums to compile market matrix and
create profiles of their users. This software enables the content provider a
system of compiling data on their audiences for use in marketing and promoting
their products. Uncommon intends to license this technology to music and
entertainment media companies. Licensing K.I.D. to music and entertainment media
companies, that distribute their product on CD, DVD, wireless devices, cable
T.V. and/or the internet, provides them the ability to track their content and
profile overall customer response in real time. Creating an entirely new method
of marketing and promoting directly to the consumers. Also, creating a highly
sophisticated ratings system that can help estimate the popularity of content
among their audiences.

         UNCOMMON MUSIC

         Through Uncommon Music, we intend to become a leading provider of
entertainment content. 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.


                                       4
<PAGE>

         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.

         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:

                  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;

                  our ability to enter into distribution agreements on favorable
                  terms with media publications;

                  consumers acceptance and use of our Uncommon CDs;

                  advertisers acceptance of novel advertising solutions
                  developed either by us or our competitors;

                  our ability to adapt our technology, and develop and introduce
                  new technologies, as on-line consumers needs change and grow;

                  sales and marketing efforts;

                  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



                                       5
<PAGE>

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.

         UNCOMMON MUSIC

         Uncommon Music 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 which have greater
financial, technical, personnel and other resources than we have. These
companies include:

                  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;

                  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;

                  music promotion companies in cable and broadcast television,
                  such as MTV or VH-1;

                  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
Uncommon Music with a competitive advantage. However, this business models is
untested and may not compete effectively with existing methods of music
promotion, marketing, 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 and technology process, 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 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, 2001, we had eight employees, consisting of Lawrence
Gallo, our President and Chairman of the Board, Gustavo Rodriguez, our Vice
President of Administration, Mitchell Sandler, our Vice President of Marketing,
Bruce Magown, our Chief Financial and Operating Officer, a production manager, a
production coordinator, an office manager and an administrative 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.


                                       6
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company owns no real estate or other properties. Our headquarters
are located in New York City at 33 West 54th Street and contain approximately
4,000 square feet. The office is leased for a period of five years ending on
August 1, 2005. Annual lease payments under the lease are approximately
$147,000.

ITEM 3.  LEGAL PROCEEDINGS

         In connection with one of its financing arrangements, the Company has
become aware of the possibility that legal action may be filed against the
Company by one of the participants. The Company has not received any formal
notice regarding such matter and is therefore unable to comment on the merits of
any action that may be filed, if any. The Company believes that it is in
compliance with all of the terms and conditions of the agreements relating to
such financing arrangement.

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 2001.

                                     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 31, 2000, the date the Company's common stock began trading under the
symbol "UMDA" through December 31, 2001, is presented below. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission,
and may not necessarily represent actual transactions.

         BID PRICES

         Period                                           High           Low

         Period from December 8, 2000,
          through December 31, 2000                       $2.75         $1.80

         Quarter Ended March 31, 2001                     $3.31         $1.21

         Quarter Ended June 30, 2001                      $1.70         $1.34

         Quarter Ended September 30, 2001                 $1.25         $ .03

         Quarter Ended December 31, 2001                  $ .15         $ .06

         The approximate number of record holders of our Common Stock at April
18, 2002, was 53, not including beneficial owners whose shares are held by
banks, brokers and other nominees.


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<PAGE>

         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
that may be generated 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. Since its inception the Company
has operated at a loss.

         RECENT SALES OF UNREGISTERED SECURITIES

         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 February 2001, the Company issued an aggregate of 19,200,000 shares
of our common stock to Lawrence Gallo, our President, Gustavo 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.

         Pursuant to agreements dated January 15, 2001, the Company issued
100,000 shares of common stock to Joseph Feshbach and 100,000 shares to Bruce
Magown in exchange for certain consulting services. On June 18, 2001, the
consulting agreement with Mr. Magown terminated when he became an officer of the
Company. The Company valued the shares at $587,500, based on the fair value of
the shares issued.

         During March 2001, the Company also issued warrants to the law firm of
Membrado & Montell LLP for the right to purchase 100,000 shares of the Company's
common stock at $0.01 per share. The warrants were granted on March 21, 2001 for
past services rendered by the law firm and expire on March 21, 2006. The Company
valued the warrants at $155,000, based on their fair value on the date issued.
No warrants have been exercised to date.

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

         On April 18, 2001, the Company entered into an agreement with Renmark
Financial Communications, Inc. ("Renmark") to provide communications and
investor relations services. In connection with the agreement, the Company
issued 150,000 shares of common stock. On November 14, 2001 the Company issued
an additional 50,000 shares of common stock in connection with the agreement and
agreed to issue an additional 25,000 shares of common stock on March 1, 2002.
The Company valued the 200,000 shares issued in 2001, at $249,200, based on the
fair value of the shares on the dates issued. The shares to be issued on March
1, 2002, will be valued at their fair value on the date issued.

         On May 11, 2001, the Company issued 212,500 shares of common stock to
its employees and certain outside consultants. The Company valued the shares at
$378,516, based on the fair value of the shares on the date issued. On May 11,
2001, the Company also issued 200,000 shares of common stock and options for the
right to purchase an additional 100,000 shares of common stock at $0.01 per
share to three of its directors for past services rendered to the Company. The
Company valued the shares and options at $512,359 based on the fair value of the
shares and options on the date issued.

         On June 13, 2001, the Company agreed to issue 420,000 shares of common
stock to Current Capital Corp. in exchange for investor and public relation
services over a one-year period. The Company valued the shares at $630,000,
based on the fair value of the shares on the date issued.

         During June 2001, the Company issued warrants to Grubman, Indursky &
Schindler, PC, legal counsel to the Company for the right to purchase 50,000
shares of the Company's common stock at $1.00 per share, 25,000 shares at $1.50
per share, and 25,000 shares at $2.00 per share. The warrants were granted on
June 30, 2001, for past services rendered by the law firm, and expire on June
29, 2006. The Company valued the warrants at $118,000, based on their fair value
on the date issued. No warrants have been exercised to date.

         On June 18, 2001, the Company granted an option to purchase 2,000,000
shares of common stock at a per share exercise price of $1.08 to Bruce Magown
its Chief Financial and Operating Officer in connection with the terms of his
employment agreement. The option expires in five years and vests over a three
year period commencing on the grant date at the rate of 33.33% per year. The
Company valued the option at $540,000, which represents the excess of the market
price of the common stock on the grant date over the exercise price of the
options granted.

         During July 2001, the Company issued options to Lang & Swartz, for the
right to purchase 25,000 shares of the Company's common stock at $1.50 per
share, 25,000 shares at $1.75 per share and 25,000 shares at $2.00 per share.
The options were granted on July 12, 2001, for past services rendered by the
consulting firm, and expire on July 12, 2003. The Company valued the options at
$43,750 based on their fair value on the date issued. No options have been
exercised to date.


                                       8
<PAGE>

         On July 24, 2001, the Company entered into an agreement with Lawrence
Berk and an agreement with Wharton Associates whereby the Company agreed to
issue an aggregate of 200,000 shares of common stock to the entities in exchange
for communications and investor relations services over a twelve month period.
In connection with the agreements, the Company also issued options for the right
to purchase 200,000 shares of common stock at $0.40 per share. The options
expire on July 24, 2004. The Company valued the common shares and the options at
an aggregate value of $158,000, based on the fair value of the shares and
options on the date issued.

         On July 25, 2001 the Company entered into an agreement with I.R.
International Consultants, Inc. whereby the Company issued 250,000 shares of
common stock to the entity in exchange for communication services over a six
month period. The Company valued the shares at $117,500, based on the fair value
of the shares on the date issued.

         On November 17, 2001, the Company entered into an agreement with
Woodrow USA Corporation whereby the Company issued 3,000,000 shares of common
stock to the entity in exchange for business opportunity and strategic planning
services to be provided over a period of one year. The Company valued the shares
at $360,000, based on the fair value of the shares on the date issued. The
shares were registered pursuant to a Form S-8 Registration Statement which
became effective on December 4, 2001.

         On November 30, 2001, the Company entered into an agreement with MIDO
an affiliated entity whereby the Company issued 750,000 shares of common stock
to MIDO in exchange for consulting services for a period of six months regarding
potential business combinations or arrangements with strategic partners. The
Company valued the shares at $67,500, based on the fair value of the shares on
the date issued. The shares were registered pursuant to a Form S-8 Registration
Statement which became effective on December 4, 2001.

         On November 30, 2001, the Company issued 100,000 shares of common stock
to Richard Rossi, legal counsel to the Company in payment of legal services
rendered to the Company. The Company valued the shares at $9,000, based on the
fair value of the shares on the date issued The shares were registered pursuant
to a Form S-8 Registration Statement which became effective on December 4, 2001.

         On January 1, 2002, the Company entered into an agreement with N.I.R.
Group, LLC whereby the Company agreed to issue 75,000 shares of common stock per
month for a period of three months as a consulting fee for consulting services
relating to overall business strategies and strategic commercial matters
affecting the Company. The shares will be valued at their fair market value on
the dates of issuance.

         On January 1, 2002, the Company entered into a consulting agreement
with Vision Corporate Consulting whereby the Company agreed to issue 350,000
shares of common stock in exchange for consulting services relating to
securities matters. The shares will be valued based on their fair market value
on the date issued.

         On February 15, 2002, the Company entered into an agreement with
Leibowitz, Roberts & Ritholz, LLP whereby the Company agreed to issue 50,000
shares of common stock in exchange for consulting services pertaining to the
entertainment industry. The shares will be valued at their fair value on the
date issued.

         On March 20, 2002, the Company entered into a consulting agreement with
Integrated Equities, Inc. whereby the Company agreed to issue 2,000,000 shares
of common stock in exchange for consulting services relating to potential
mergers and acquisitions. The shares will be valued at their fair value on the
date issued.

         For each of the above sales, on the date of the agreement to issue
securities, 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.

         During the year ended December 31, 2001, we generated $29,312 of
revenues in connection with one CD Rom release. We have not generated a
significant level of revenues and therefore have not commenced our planned
principal operations.


                                       9
<PAGE>

         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, 2001, we had eight employees, consisting of Lawrence
Gallo, our President and Chairman of the Board, Gustavo Rodriguez, our Vice
President of Administration, Mitchell Sandler, our Vice President of Marketing,
Bruce Magown, our Chief Financial and Operating Officer, a production manager, a
production coordinator, an office manager and an administrative 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

         Due to the disparity in the reporting period for the year ended
December 31, 2001, when compared to the reporting period from September 13,
2000, (date of inception) to December 31, 2001, no comparison of the results of
operations of the periods has been made since such comparison would not be
meaningful.

         During the period from September 13, 2000, through December 31, 2000,
we generated no revenues and incurred a net loss of $533,167. and a net loss per
common share of $.02. Our activities for this period consisted of
organizational, initial promotional and sales activities, as well as efforts to
raise the necessary capital to fund our activities.

         During the year ended December 31, 2001, we generated revenues of
$29,312 in connection with one CD release of approximately 350,000 CD Roms and
incurred $404,735 of direct production costs associated therewith which resulted
in a gross loss (excess of direct costs over revenues) of $375,423. The direct
costs incurred to produce the CD Roms was higher than anticipated due to a
programming error made by one of the Company's media vendors. The error required
us to produce corrected copies of the CD Roms which resulted in additional costs
for programming and shipping aggregating approximately $225,000. In addition, we
incurred an additional expense of approximately $25,000 to create the software
that will help automate the authoring of future distributions for this customer.

         For the year ended December 31, 2001, our operating expenses were
comprised as follows:

               Salaries and benefits, including $216,331
               of stock based compensation                        $1,350,789

               Selling, general and administrative
               expenses                                              646,072

               Consulting and professional fees,
               including $2,435,344 of stock based
               compensation                                        2,975,921
                                                                  ----------
               Total operating expenses                           $4,972,782
                                                                  ==========



         Salaries and benefits are comprised of direct salaries earned by the
Company's four executive officers and employees of $824,615 and $136,803,
respectively. In addition, $105,000 of non cash compensation was expensed
relating to the issuance of an option to an officer to purchase 2,000,000 shares
of the Company's common stock and $111,331 of compensation was expensed relating
to the issuance of common stock to employees. Salaries and benefits also include
an aggregate of $173,040 in benefits consisting primarily of accrued vacation
and insurance.


                                       10
<PAGE>

         During the year ended December 31, 2001, cash paid to officers and
employees for gross salaries earned were $47,231 and $136,803, respectively. At
December 31, 2001, the Company is indebted to its officers in the amount of
$895,536 for salaries earned but not paid for the period from September 13,
2000, (date of inception) through December 31, 2001.

         Selling general and administration expenses comprised $307,969 of
promotion and marketing expenses which primarily includes, public relations,
investor relations, trade show and travel expenses, information technology and
website development and $338,103 of administrative expenses, which primarily
includes $20,539 of depreciation expense, $85,774 of rent, $28,239 of telephone
expense, $25,070 of printing and reproduction and $178,481 of office expenses
including travel and related expense.

         Consulting and professional fees for the year ended December 31, 2001,
were comprised as follows:

                 Accounting fees                                     $  221,882
                 Legal fees:
                    Billed charges                                      164,994
                    Stock based compensation                            282,000
                 Other consulting and professional fees:
                    Billed charges                                      153,701
                    Stock based compensation                          2,153,344
                                                                     ----------
                 Total                                               $2,975,921
                                                                     ==========



         Other consulting and professional fees include services for business
and strategic planning including mergers and acquisitions investor and public
relations, marketing and advertising and information technology.

         Interest expense for the year ended December 31, 2001, totaled $76,161,
which consists of $23,036 of interest accrued on outstanding debt during the
year and $53,125 relating to the fair market value of the Company's common stock
which was issued to two lenders in connection with $75,000 in principal amount
of loans made to the Company.

         Our net loss for the year ended December 31, 2001, was $5,426,366 or
$.17 per share of our common stock.

         LIQUIDITY AND CAPITAL RESOURCES

         From September 13, 2000, (date of inception) through December 21, 2001,
our primary sources of financing have been from private placement of our common
stock, private placement of debt instruments, proceeds from the Fusion common
stock purchase agreement and non-interest bearing advances from officers of the
Company.

         During the period ended December 31, 2000, the Company borrowed $50,000
in the form of unsecured loans bearing interest at an annual rate of 5% from
MIDO Consulting, Inc. an affiliated entity.

         During the year ended December 31, 2001, the Company borrowed an
additional $454,000 in the form of unsecured loans bearing interest at an annual
rate of 5% from MIDO Consulting, Inc. ("MIDO"), an affiliated entity and made
principal payments totaling $17,500. At December 31, 2001, the Company had total
debt outstanding of $486,500 under the MIDO loans and $20,222 in accrued
interest. Principal and accrued interest are due on May 1, 2002.

         During August and September 2001, the Company received $100,000 from
three individuals in exchange for promissory notes ("the Notes"). In connection
with the Notes, the Company agreed to issue 150,000 shares of common stock to
two of the individuals. The face value of the Notes were discounted to reflect
the fair value of the shares issued of $53,125 and such amount was accreted and
charged to interest expense during the original term of the Notes ending in
December 2001. Two of the Notes accrue interest at an annual rate of 10%. The
maturity date of the notes have been extended to various dates in 2002.


                                       11
<PAGE>

         During November 2000, the Company received non-interest bearing
advances totaling $275,000 from three individuals. On March 22, 2001, these
advances were exchanged for 275,000 shares of the Company's common stock. On
February 20, 2001, the Company received $5,000 in the form of a non-interest
bearing advance from another individual. On April 4, 2001, this advance was
exchanged for 2,667 shares of the Company's common stock.

         On May 4, 2001, the Company entered into a common stock purchase
agreement with Fusion Capital Fund II, LLC (Fusion), a Chicago based
institutional investor. Under the common stock purchase agreement, Fusion agreed
to purchase up to $10 million of the Company's common stock over a 40 month
period, subject to a six month extension. The Company has the right to (i)
terminate this agreement at any time at no cost, and (ii) decrease the amount
of, or suspend sales of common stock to Fusion at any time as long as the market
price per share of the Company's common stock is below $25. The purchase price
of the shares will be equal to the lesser of (1) $25 or (2) a price based upon
the future market price of the common stock without any fixed discount to the
market price.

         The commencement of the funding was subject to certain conditions
including the effectiveness of a registration statement covering the resale of
the shares sold to Fusion pursuant to the common stock purchase agreement.
However, pursuant to financing cooperation agreements, certain current
stockholders guaranteed to Fusion the Company's obligations under the common
stock purchase agreement. As a result of such guarantees, Fusion agreed to waive
the requirement for an effective registration statement and began funding the
common stock purchase agreement on May 21, 2001.

         On May 10, 2001, the Company entered into financing cooperation
agreements with certain of its stockholders. Under such agreements, the
Company's stockholders have agreed to transfer shares of the Company's common
stock in connection with the common stock purchase agreement. In consideration
for each share received by Fusion under the financing cooperation agreements,
the Company has agreed to issue a promissory note to each stockholder in an
amount equal to (i) the aggregate dollar amount actually paid under any guaranty
entered into by such stockholder and (ii) an amount equal to $1.00 for each
share of common stock sold under the financing agreement to Fusion. The
promissory notes bear interest at 8% per year from issuance and are due on May
10, 2011. The Company has the right at any time to convert the outstanding
balance under any of the notes into common stock at a per share price equal to
the average of the five consecutive closing sale prices of the Company's common
stock during the five trading days ending on the trading day immediately
preceding the date on which the Company delivers a Notice of Exercise.

         On the effective date of the financing cooperation agreements, Fusion
received 750,000 shares of the Company's common stock as a commitment fee. The
shares were provided by certain of the Company's existing stockholders under the
financing cooperation agreements and the Company issued $750,000 of promissory
notes to the stockholders, in connection with the shares provided on May 10,
2001.

         The Company received $464,500 from Fusion in connection with the common
stock purchase agreement, which is reflected as an increase in additional
paid-in capital in the accompanying statement of stockholders' deficit, net of
costs incurred of $35,000.

         It is the Company's intention to satisfy the promissory note
obligations under the financing cooperation agreements through the issuance of
additional shares of common stock on the maturity date of such notes. As such,
no liability has been recorded for the promissory notes totaling $3,750,000 plus
accrued interest of approximately $119,111 as of December 31, 2001.

         On April 8, 2002, the Company acquired ten percent of the outstanding
shares of common stock of Ground Troop Marketing, LLC ("Groundtroop") in
exchange for payment of $100,000 of cash. The Company has the right to purchase
an additional fifteen percent of Groundtroop on or before April 30, 2002, in
exchange for cash of $150,000 and 3,000,000 shares of restricted common stock of
the Company. The 3,000,000 shares are subject to first priority piggyback
registration rights with any shares registered by the Company on behalf of any
executive of the Company. The shareholders of Groundtroop are entitled to
additional shares of common stock to the extent that the closing ask and bid
price for the Company's common stock for the 30 day period immediately preceding
the one year anniversary of the agreement, is less than one dollar per share.

         The Company also received a six month option to purchase the remaining
seventy five percent of Groundtroop in exchange for a cash payment of $1,500,000
plus an additional 3,000,000 shares of restricted common stock of the Company
upon exercise of the option, with the same piggyback registration rights as
described above. The Company may extend the option for an additional six months
in exchange for a cash payment of $250,000. If the option is extended the cash
portion of the purchase price is increased to $2,000,000 (the "Extended Purchase
Price") and the $250,000 payment made may be applied to the Extended Purchase
Price.

         In the event that Groundtroop receives a valid written offer from any
third party to acquire 100% of Groundtroop stock within one year from the date
of this agreement, the Company has the right of first refusal to acquire the
stock on the same terms and conditions as the third party offer. If the Company
declines the right of first refusal and Groundtroop completes the sale
transaction with any third party, then Groundtroop will split the proceeds of
such sale 50/50 with the Company.


                                       12
<PAGE>

         The Company has agreed to pay the monthly salary of one of the
Groundtroop officers in the amount of $13,750 commencing on May 1, 2002, which
amounts are repayable to the Company in connection with the completion of the
acquisition of Groundtroop stock.

         On March 29, 2002, the Company borrowed $300,000 pursuant to the terms
of a $500,000 12% Convertible Debenture (the "Debenture") due in one year. The
remaining $200,000 may be borrowed by the Company, at the option of the lender
after the effectiveness of a registration statement to register the amount of
shares applicable to the conversion of $500,000 principal amount of the
debenture plus warrants issued by the Company to the lender. The agreement
provides that the Company will issue the lender warrants to purchase three
shares of the Company's common stock for each $1.00 of the principal balance
outstanding on the convertible debenture. The warrants are exercisable for a
period of three years from the date of funding of the debenture.

         The debenture is convertible into common stock at a conversion price of
the lesser of $.09 or the average of the lowest three inter day trading prices
during the 20 trading days immediately prior to the conversion date, discounted
by 50%.

         Interest on the debenture is payable quarterly in cash or in common
stock of the Company. If the interest is paid by issuance of the Company's
common stock the number of shares are determined using the conversion price
formula described above.

         In connection with the above borrowing the Company entered into a three
month consulting agreement with the lender regarding overall business strategies
and strategic commercial matters affecting the Company. The agreement provides
that the Company will pay the consultant a monthly fee of $13,000 in cash and
75,000 shares of the Company's common stock.

         The Company received net proceeds of $245,000 after payment of $39,000
of consulting fees and $16,000 of legal and other expenses associated with the
borrowing.

         The Company intends to pursue a $5,000,000 lending arrangement with
this lender pursuant to terms and conditions to be agreed upon at a later date.

          At December 31, 2000, the Company was indebted to two of its officers
in the amount of $60,810 for non-interest bearing advances made to the Company
by such officers.

         During the year ended December 31, 2001, the Company borrowed a total
of $134,127 from its officers and made payments and interest free advances to
such officers in the amount of $101,221. The loans, which are interest free,
were provided to facilitate the development of the Company. During the year
ended December 31, 2001, the Company also made non-interest bearing advances to
certain of its officers. At December 31, 2001, the amounts are reflected in the
accompanying financial statements as follows:

                   Due from officers                           $  17,747
                   Due to officers                             $ 111,462


         The officers of the Company have indicated that they will continue to
make non-interest bearing advance to the Company, from time to time, from their
personal funds in order to facilitate the Company's continued operations. The
Company intends to also seek additional financing through private placement of
its equity and debt securities or other financing arrangements that may become
available to the Company. There is no assurance that the Company will be
successful in obtaining such financing or that if such financing is obtainable
that it will be on terms and conditions that are acceptable to the Company. In
addition, the funds to be provided by the officers may not be sufficient to
enable the Company to meet its obligations in a timely manner in the ordinary
course of business.

         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.


                                       13
<PAGE>

         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 obtain 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.

         During the period September 13, 2000, (date of our acquisition of
Uncommon Nevada) to December 31, 2001, the Company has engaged in no significant
operations other than organization activities, acquisition of capital and
promotional and sales efforts. Minimal revenues were earned by the Company
during the year ended December 31, 2001. 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 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 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.


                                       14
<PAGE>

         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 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 marketing 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:

                  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.

                                       15
<PAGE>

                  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.

                  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 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.


                                       16
<PAGE>

         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.

         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, Gustavo Rodriguez, our Vice President
of Administration Mitchell Sandler, our Vice President of Marketing and Bruce
Magown our Chief Financial and Operating Officer, are essential to our
operations and growth. The loss of the services of either of Messrs. Gallo,
Rodriguez, Sandler or Magown would likely have a materially adverse effect on
our business, results of operations, financial condition and prospects.
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.


                                       17
<PAGE>

         Our management and directors control a majority of our common stock and
their interests may be inconsistent with your own.

         As of April 18, 2002, our executive officers and directors beneficially
own approximately 47.3% 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 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 profitable operations or successful equity capital raising
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 18, 2002,
had 38,585,167 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 which 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 effect of
delaying or preventing a change in control of Uncommon Media Group or other
take-over attempts 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 18, 2002 of $.06. 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.


                                       18
<PAGE>

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 with the Securities and Exchange Commission. On March 19, 2002.

                                    PART III

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

         Our directors and executive officers and their ages as of April 18,
2002 are as follows:

             Nominees                  Age    Position
             --------                  ---    --------

             Lawrence Gallo            37     President and Director

             Gustavo A. Rodriguez      38     Vice President of Administration,
                                              Secretary and Director

             Mitchell Sandler          42     Vice President of Marketing
                                              and Director

             Bruce Magown (1)          48     Chief Financial and Operating
                                              Officer and Director

             Ali Far, JD (1)           43     Director

             Allen Sherwin, CPA (1)    44     Director

         (1) Member of the Audit Committee

         Messrs. Gallo, Rodriguez and Sandler each became an officer and
director of the Company in December 2000, following the Company's acquisition of
Uncommon Nevada and Mr. Magown became an officer in June 2001, and a director in
April 2001. Messrs. Far and Sherwin became members of the board of directors in
April 2001. The term of office of each officer and director is one year and
until his successor is elected and qualified.

         Biographical Information

         Set forth below is certain biographical information for each of the
Company's officers and directors.

         Lawrence W. Gallo has served as our Chairman of the Board, Chief
Executive Officer and President since December 8, 2001, the date we acquired
Uncommon Media Group, Inc. a Nevada Corporation ("Uncommon Nevada"). Mr. Gallo
served as the President and a Director of Uncommon Nevada since he co-founded
the Company with Messrs. Rodriguez and Sandler in September 2000. Prior thereto,
Mr. Gallo served as the President and Chief Executive Officer of Regenesis
Holdings, Inc. a publicly traded financial incubator fund (symbol FLNT), from
April 1999 to July 2000. From January 1985 to March 1998, Mr. Gallo was employed
by Lehman Brothers, Inc., serving as Senior Vice President of Institutional
Investment Services, then as Director of Global Equity Finance in London,
England. Mr. Gallo is a founding member of the Global Fund Managers'
Association, comprised of alternative investment managers and venture capital
organizations that manage collectively 100 billion dollars. In addition, Mr.
Gallo currently serves as director of Launch Advisors, a financial, creative and
business management consultant to sports figures and entertainers, which he
founded in 1998. A child prodigy musician accepted to the Julliard Academy, Mr.
Gallo has always had a passion and been involved in the entertainment business.


                                       19
<PAGE>

         Gustavo A. Rodriguez has served as our Secretary, Vice President of
Administration and a Director since December 8, 2001. Prior thereto, Mr.
Rodriguez served as Vice President and a Director of Uncommon Nevada since he
co-founded the Company with Messrs. Gallo and Sandler in September 2000. From
October 1999 until July 2000, Mr. Rodriguez was the director of Business
Development for Regenesis Holdings, Inc. From March 1996 to July 1999 he was a
financial consultant and later served as a Director of Internation Business for
American First Capital, a registered broker-dealer. In February 1999, he
co-founded MiProfessor.com, a website dedicated to providing financial markets
information to Spanish speaking investors. Mr. Rodriguez also has over 17 years
of experience within the recording and music industries, including development,
production, publishing and marketing. From 1994 to 1996, Mr Rodriguez served as
Managing Editor of Page One, a music magazine dedicated to Urban and Latin
music. In 1984, Mr Rodriguez founded Rhythm Trax, Inc., a music production
company that produced several successful dance and urban charting singles. Mr.
Rodriguez also currently devotes a portion of his time to working as a record
producer/remixer for various artists.

         Mitchell B. Sandler serves as Vice President and Director of the
Company. Prior to fis position with Uncommon Media Group, Inc., he served as
Vice President of Regenesis Holdings, Inc. since December 1998. Between 1993 and
December 1997, he served as President of the Silcon Group, Inc., a
semi-conductor and computer software development company. From 1984 to 1992, Mr
Sandler was employed by All-American Semiconductor, a distributor of
semi-conductors, first as a salesman, then as Regional Sales Manager for the
Southeast United States. His mother Toni Lupino, is from the famed Lupino family
of film and stage. Ida Lupino the most famous of the family has over 100 films
to her credit while acting and/or as a producer/Director. Mr. Sandler holds an
Associates degree from Santa Fe Community College and attended the University of
Florida College of Business Administration.

         Bruce Magown has served as Chief Financial and Operating Officer since
June 18, 2001, and became a member of the Board of Directors and the Audit
Committee in April 2001. From January 15, 2001, through June 17, 2001, Mr.
Magown provided consulting services to the Company pursuant to the terms of a
consulting agreement dated January 15, 2001. Mr Magown currently serves as the
President and Chief Operating Officer of Knoa Corp., a privately held company
which provides interactive, media rich solutions to its clients, and has served
in such capacity since September 2000. From June 1997 to September 2000, Mr.
Magown served as the Vice President of the Sun/Netscape Alliance, a strategic
alliance formed by American Online and Sun Microsystems, representing Canada,
the United States East Coast, and Latin America. Prior thereto, from June 1997
to September 2000, Mr. Magown served as the Director of NE for Sybase, Inc., an
e-business solutions provider. Mr. Magown also served as the Chief Financial
Officer of Information Engineer, an e-business consultant.

         Ali Far has served as a member of the Board of Directors and the Audit
Committee since April 2001. Since April 1999, Mr. Far has been the Managing
Director of the Technology Fund fot the Galleon Group, a technology investment
firm with over $5 billion under management. Between November 1997 and May 1999,
Mr. Far served as Vice President and Senior Semiconductor Equity Analyst for
Prudential Securities in Palo Alto. From June 1995 to October 1997, Mr. Far
served as the Vice President of Engineering and New Product Development for
Telcom, Inc. (symbol TLCM), a publicly traded company which produces analog
semiconductor componets for personal computers and communication markets. Mr.
Far has been awarded over a dozen Patents in the field of communications,
personal computers, test and video/imaging.

         Allen Sherwin has served as a member of the Board of Directors and the
Audit Committee since April 2001. Mr. Sherwin currently serves as Chief
Executive Officer of Katz II Enterprises, a business development consulting
firm. From August 1999 to December 2000, Mr. Sherwin was the Vice President and
Chief Information Officer of EuropaHealth, Inc. a B2B/B2C internet company.
Prior thereto, from February 1998 to July 1999, Mr. Sherwin served as the Vice
President and Chief Information Officer of the North America branch of Amtech
Electronics, Inc., a leader in filtering electronics. From February 1994 to
January 1998, Mr. Sherwin also served as a partner of Tech Sales Incorporated, a
high-tech electronics company. Mr. Sherwin is also a founder, and has served as
President, Chief Executive Officer, and Chief Information Officer of Component
Design Marketing. Mr. Sherwin's background also includes executive positions in
Lockheed-Martin and Lockheed-Sanders, manufacturers of military electronics.

ITEM 10. EXECUTIVE COMPENSATION.

         Messrs. Gallo, Rodriguez and Sandler joined the Company in December
2000, in connection with the Company's acquisition of Uncommon Nevada and Mr.
Magown joined the Company in June 2001. The following tables sets forth the
annual compensation earned by the Company's Chief Executive Officer and all
other executive officers whose annual compensation was in excess of $100,000
(the "Named Executive Officers"). The Company does not currently have any stock
option plan or other forms of compensation plans for its executives. However,
Mr. Magown was granted an option to purchase 2,000,000 shares of common stock in
connection with his employment agreement.


                                       20
<PAGE>

              The following table sets forth summary information regarding
compensation paid and or accrued by the Company for the year ended December 31,
2001, to the Named Executive Officers.
<TABLE>
<CAPTION>
                                                                               OTHER ANNUAL
NAME AND PRINCIPAL POSITION            YEAR        SALARY         BONUS        COMPENSATION
---------------------------            ----        ------         -----        ------------

<S>                                    <C>       <C>                 <C>       <C>
Lawrence Gallo                         2001      $300,000 (1)        0         $  12,351 (6)
  President and Chief Executive
  Officer
Gustavo Rodriguez                      2001      $195,000 (2)        0         $  12,351 (6)
  Secretary and Vice President

Mitchell Sandler                       2001      $195,000 (3)        0         $   8,053 (6)
  Vice President

Bruce Magown                           2001      $134,615 (4)        0         $ 459,375 (5)
  Chief Financial and Operating                                                $   6,500 (6)
  Officer
</TABLE>

(1)      Mr. Gallo was paid a total of $13,500 of cash and the balance of
         $286,500 was accrued.

(2)      Mr. Rodriguez was paid a total of $14,000 of cash and the balance of
         $181,000 was accrued.

(3)      Mr. Sandler was paid a total of $16,231 of cash and the balance of
         $178,769 was accrued.

(4)      Mr. Magown is entitled to a base annual salary of $250,000. The amount
         of salary disclosed represents the amount for Mr. Magown during the
         period from June 18, 2001 through December 31, 2001, which was the
         period he served as an Executive Officer of the Company. Mr. Magown was
         paid a total of $3,500 of cash and the balance of $131,115 was accrued.

(5)      Represents the amount of consulting fees to Mr. Magown for the period
         from January 15, 2001 to June 17, 2001, paid by issuance of 100,000
         shares of restricted common stock of the Company which were valued at
         their fair value on the date of issuance of $293,750, and the value of
         100,000 shares of common stock of the Company granted to Mr. Magown in
         consideration of his becoming a director of the Company in April 2001,
         which were valued at their fair value on the date of grant of $165,625.

(6)      Represents medical insurance premiums.


                                       21
<PAGE>

OPTION/SAR GRANTS TABLE

         The following table sets forth information concerning individual grants
of options to purchase common stock made to Named Executive Officers during the
year ended December 31, 2001.
<TABLE>
<CAPTION>
                               OPTION/SAR GRANTS IN FISCAL YEAR 2001

                        NUMBER OF        % OF TOTAL
                       SECURITIES       OPTIONS/SARS
                       UNDERLYING        GRANTED TO       EXERCISE OR
                      OPTIONS/SARS        EMPLOYEES        BASE PRICE     EXPIRATION
   NAME                 GRANTED         IN FISCAL YEAR       ($/SH)          DATE
---------------       ------------      --------------    -----------     ----------
<S>                   <C>                   <C>              <C>              <C> <C>
Bruce Magown          2,000,000             100%             $1.08       June 18, 2006
</TABLE>


AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-ENDED OPTION/SAR VALUE TABLE

         The following table sets forth information concerning unexercised stock
options held by the Named Executive Officer as of December 31, 2001. No stock
options were exercised by the Named Executive Officer during the year ended
December 31, 2001. No SARs were granted or are outstanding.
<TABLE>
<CAPTION>

                      NUMBER OF SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                        UNEXERCISED OPTIONS/SARS AT       IN-THE-MONEY OPTIONS/SARS AT
                              DECEMBER 31, 2001              DECEMBER 31, 2001($)(1)
                       ------------------------------     ----------------------------
   NAME                EXERCISABLE     UNEXERCISABLE      EXERCISABLE      UNEXERCISABLE
---------------        -----------     -------------      -----------      -------------
<S>                          <C>         <C>                  <C>               <C>
Bruce Magown                 0           2,000,000            $0                $0
</TABLE>

(1)      The closing bid quotation for our common stock as reported by the NASD
         OTC Bulletin Board on December 31, 2001 was $.12. The exercise price of
         Mr. Magown's options, as of December 31, 2001, were $1.08 per share.
         Therefore the value of the unexercised options as of December 31, 2001
         was $0.


                                       22
<PAGE>

         EMPLOYMENT AGREEMENTS

         On June 18, 2001, the Company entered into a three year employment
agreement with each of its four executive officers which provide for a aggregate
of $940,000 per year in base compensation to such officers. All provisions
contained in the employment agreements for the above mentioned executives are
identical, except for the agreement with Mr. Magown which provided for a grant
of an option to purchase 2,000,000 shares of common stock. Each of the
executives is entitled to an annual performance bonus of $100,000 payable in
quarterly installments in the year following the year earned, provided the
executive achieves performance targets. In addition if each of the executives
meet their performance goals for each of the years 2001 through 2003 then on or
before March 31st of each such year, he shall receive an additional
immediately-vested Incentive Stock Option to purchase up to 300,000 shares of
the Company's common stock at the market price on such date.

         DIRECTOR COMPENSATION

         The Company granted one of its non employee directors 100,000 shares of
our common stock and granted the other non employee director an option to
purchase 100,000 shares of our common stock. In addition, non employee directors
are entitled to reimbursement for reasonable travel expenses.

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

         The following table sets forth, as of April 18, 2002, the beneficial
ownership of the Company's common stock by (i) the only persons who own of
record or are known to own, beneficially, more than 5% of the Company's common
stock; (ii) each director and executive officer of the Company; and (iii) all
directors and officers as a group. On April 18, 2002, the Company had 38,585,167
shares of common stock issued and outstanding, after giving effect to the
issuance of an aggregate of 2,625,000 shares of common stock which the Board of
Directors has authorized, but which have not yet been issued as of April 18,
2002. The address of each stockholder is the address of the Company, which is 33
West 54th Street, 2nd Floor, New York, New York 10019.
<TABLE>
<CAPTION>

                                                                                    PERCENTAGE OF
    NAME AND ADDRESS OF                            AMOUNT AND NATURE OF          OUTSTANDING SHARES
     BENEFICIAL OWNER                              BENEFICIAL OWNERSHIP                 OWNED
-----------------------------                      --------------------          ------------------
<S>                                                    <C>                           <C>
DIRECTORS AND EXECUTIVE OFFICERS:
  Lawrence Gallo                                       7,200,000(1)                  18.7%
  Gustavo Rodriguez                                    5,000,000(2)                  13.0%
  Mitchell Sandler                                     5,000,000                     13.0%
  Bruce Magown                                           866,666(3)                   2.2%
  Ali Far                                                100,000(4)                   *
  Allen Sherwin                                          100,000(5)                   *
  All directors and executive officers as a
     group (six persons)                              18,266,666                     47.3%
* Represents less than 1%
</TABLE>

(1)      Consists of 50,000 shares held by the children of Mr. Gallo and
         7,150,000 shares held by Mr. Gallo individually.

(2)      Consists of 1,000,000 shares held jointly with his wife Carmen
         Rodriguez, 40,000 shares held by the children of Mr. Rodriguez and
         3,960,000 shares held by Mr. Rodriguez individually.

(3)      Consists of (i) 100,000 shares of common stock which the Company issued
         to Mr. Magown as consideration for his agreement to act as a director
         of the Company (ii) options to purchase 666,666 shares of our common
         stock which are exerciserable on June 18, 2002. Does not include
         options to purchase 666,666 and 666,667 shares of our common stock
         which are exercisable on June 18, 2003 and June 18, 2004, respectively,
         and (iii) 100,000 shares which the Company issued to Mr. Magown
         pursuant to a consulting agreement between the Company and Mr. Magown,
         which was terminated when Mr. Magown was employed by the Company as its
         Chief Financial and Operating Officer. See "Item 12. Certain
         Relationships and Related Transactions - Consulting Agreement with
         Bruce Magown."

(4)      Consists of an option to acquire up to 100,000 shares of common stock
         which option is presently exercisable.

(5)      Consists of 100,000 shares which the Company issued to Mr. Sherwin in
         consideration for his agreement to act as a director of the Company.

                                       23
<PAGE>


         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that our executive officers and directors, and persons who beneficially
own more than ten percent of a registered class of our equity securities to file
reports of ownership and change in ownership with the Securities and Exchange
Commission.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         ACQUISITION OF UNCOMMON NEVADA

         PURSUANT TO A SHARE PURCHASE AGREEMENT DATED AS OF DECEMBER 8, 2000,
between the Company and Uncommon Nevada, the Company acquired all of the issued
and outstanding shares of Uncommon Nevada from Lawrence Gallo, Gustavo
Rodriguez, and Mitchell Sandler, Uncommon Nevada's co-founders and the
Company's. In connection with such acquisition, Mr. Gallo became our Chief
Executive Officer, Mr. Rodriguez became our Secretary and Vice President of
Administration and Mr. Sandler became our Vice President of Marketing. In
addition, in exchange for the shares of Uncommon Nevada common stock held by
them, Mr. Gallo received 9,200,000 shares of our common stock and Messrs.
Rodriguez and Sandler each received 5,000,000 shares of our common stock.

         CONSULTING AGREEMENT WITH BRUCE MAGOWN

         Pursuant to a consultant agreement, dated as of January 2001, between
the Company and Bruce Magown, a director of the Company (the "Consulting
Agreement"), the Company had engaged Mr. Magown to act as a consultant to the
Company until January of 2003. Pursuant to the Consulting Agreement, Mr. Magown
was entitled to an initial fee of 100,000 shares of common stock. The shares
were valued at $293,750 on the date of their issuance based upon the fair value
of the 100,000 shares issued. The Company recognized an expense of $293,750 as
of the date the contract was terminated on June 18, 2001, when Mr. Magown was
employed by the Company as its Chief Financial and Operating Officer. In
addition, with respect to any financing transactions of up to $1 million
introduced by Mr. Magown and consummated by the Company, Mr. Magown would have
been entitled to a fee equal to ten percent of the amount of such financing.
With respect to any financings in excess of $1.0 million introduced by Mr.
Magown and consummated by the Company, or with respect to any mergers,
acquisitions or contracts introduced to the Company by Mr. Magown, Mr. Magown
would have been entitled to a fee of between 1% and 5% of the total amount of
consideration involved in such transactions. In addition, the Company was
required to reimburse Mr. Magown for all expenses incurred by him in connection
with the Consulting Agreement.

         LOANS FROM MIDO, INC.

         During the year ended December 31, 2001, the Company borrowed an
additional $454,000 in the form of unsecured loans bearing interest at an annual
rate of 5% from MIDO Consulting, Inc. ("MIDO"), an affiliated entity and made
principal payments totaling $17,500. At December 31, 2001, the Company had total
debt outstanding of $486,500 under the MIDO loans and $20,222 in accrued
interest. Principal and accrued interest are due on May 1, 2002.

         LOANS FROM OFFICERS

         At December 31, 2000, the Company was indebted to two of its officers
in the amount of $60,810 for non-interest bearing advances made to the Company
by such officers.

         During the year ended December 31, 2001, the Company borrowed a total
of $134,127 from its officers and made payments and interest free advances to
such officers in the amount of $101,222 The loans, which are interest free, were
provided to facilitate the development of the Company. During the year ended
December 31, 2001, the Company also made non-interest bearing advances to
certain of its officers. At December 31, 2001, $17,747 is reflected as due from
officers and $111,462 is reflected as due to officers.


                                       24
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:
<TABLE>
<CAPTION>
            --------------- --------------------------------------------------------------------------------------------------------
            EXHIBIT                                                       DESCRIPTION
            ------- ---------------------------------------------------------------------------------------------------------------
<S>         <C>
            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, 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
            ------- ---------------------------------------------------------------------------------------------------------------
            10.3    Employment Agreement between the Company and Lawrence Gallo, dated June 18, 2001, incorporated by reference
                    to exhibit 10.1 on Form 10-QSB filed August 14, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.4    Employment Agreement between the Company and Bruce Magown, dated June 18, 2001, incorporated by reference to
                    exhibit 10.2 on Form 10-QSB filed August 14, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.5    Employment Agreement between the Company and Gustavo Rodriquez, dated June 18, 2001, incorporated by
                    reference to exhibit 10.3 on Form 10-QSB filed August 14, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.6    Employment Agreement between the Company and Mitchell Sandler, dated June 18, 2001, incorporated by reference
                    to exhibit 10.4 on Form 10-QSB filed August 14, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.7    Consulting Agreement between the Company and Joseph Feshbach, dated January 15, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.8    Consulting Agreement between the Company and Bruce Magown, dated January 15, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.9    Consulting Agreement between the Company and Allen Sherwin, dated February 6, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.10   Warrant Agreement between the Company and Membrado & Montell, LLP, dated March 21, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.11   Consulting Agreement between the Company and Renmark Financial Communications, Inc., dated April 18, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.12   Common Stock Purchase Agreement between the Company and Fusion Capital Fund II, LLC, dated May 14, 2001.
            ------- ---------------------------------------------------------------------------------------------------------------
            10.13   Convertible Promissory Note between the Company and Papillon Holdings Limited, dated May 10, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.14   Convertible Promissory Note between the Company and Blue Harbor International, Inc., dated May 10, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.15   Convertible Promissory Note between the Company and Robe Investments, Inc., dated May 10, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.16   Option Agreement between the Company and Ali Far, dated May 25, 2001
            ------- ---------------------------------------------------------------------------------------------------------------

                                       25
<PAGE>

            10.17   Consulting Agreement between the Company and Current Capital Corp., dated June 13, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.18   Agreement between the Company and World Wrestling Federation Entertainment, Inc. dated June 30, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.19   Warrant Agreement between the Company and Grubman, Indursky & Schindler, PC, dated June 30, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.20   Option Agreement between the Company and Lang & Swartz, dated July 12, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.21   Consulting Agreement between the Company and Lawrence Berk, dated July 24, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.22   Consulting Agreement between the Company and Wharton Associates, dated July 24, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.23   Agreement between the Company and VIBE/SPIN Ventures, LLC, dated November 9, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.24   Consulting Agreement between the Company and Woodrow USA Corporation, dated November 17, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            10.25   Consulting Agreement between the Company and MIDO Consulting Canada, dated November 30, 2001
            ------- ---------------------------------------------------------------------------------------------------------------
            16.1    Letter regarding change in certifying accountant, incorporated by reference to exhibit 16.1 on Form 10SB12B
                    filed February 27, 2001
         --------------------------------------------------------------------------------------------------------------------------
</TABLE>

(b)      Reports on Form 8-K:

         There were no reports on Form 8-K filed during the quarter ended
December 31, 2001.

         (i)      The Company filed a Current Report on Form 8-K on March 19,
                  2002, pursuant to Item 4, disclosing a change in the Company's
                  certifying accountants.


                                       26
<PAGE>

                                   SIGNATURES

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

                                           UNCOMMON MEDIA GROUP, INC.

<S>                                        <C>
DATE: April 26 , 2002                      By: /s/ Lawrence Gallo
                                           ---------------------------------------------------------
                                               Lawrence Gallo, Chairman of the Board, Chief
                                               Executive Officer and President [Principal Executive Officer]

DATE: April 26, 2002                       By: /s/ Gustavo Rodriguez
                                           ---------------------------------------------------------
                                               Gustavo Rodriguez, Vice President of Administration

DATE: April 26 , 2002                      By: /s/ Mitchell Sandler
                                           ---------------------------------------------------------
                                               Mitchell Sandler, Vice President of Marketing

DATE: April 26, 2002                       By: /s/ Bruce Magown
                                           ---------------------------------------------------------
                                               Bruce Magown, Chief Financial and Operating
                                               Officer [Principal Financial Officer and Principal
                                               Accounting Officer]
</TABLE>



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

DATE: April 26, 2002                           /s/ Ali Far
                                               ---------------------------
                                                   Ali Far, Director

DATE: April 26, 2002                           /s/ Allen Sherwin
                                               ---------------------------
                                                   Allen Sherwin, Director


                                       27

ITEM 7.  FINANCIAL STATEMENTS



                           UNCOMMON MEDIA GROUP, INC.


                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>



                                                                                                  PAGE
                                                                                                  ----

<S>                                                                                                 <C>
Report of Independent Auditors - Year Ended December 31. 2001                                     F-2

Report of Independent Auditors - For the period from September 13, 2000,
   (Date of Inception) to December 31, 2000                                                       F-3

Balance Sheet as of December 31, 2001                                                             F-4

Statements of Operations for the Year Ended December 31, 2001 and for the period from             F-5
   September 13,  2000, (Date of Inception) to December 31, 2000

Statement of Stockholders' Deficit for the Year Ended December 31, 2001                           F-6

Statements of Cash Flows for the Year Ended December 31, 2001 and for the period
   from September 13, 2000, (Date of Inception) to December 31, 2000                              F-7-F-8

Notes to Financial Statements                                                                     F-9

</TABLE>

                                      F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS
                         ------------------------------

Board of Directors
Uncommon Media Group, Inc.
(A Development Stage Company)
New York, New York

We have audited the accompanying balance sheet of Uncommon Media Group, Inc. (a
development stage company) as of December 31, 2001, and the related statements
of operations, changes in stockholders' deficit, and cash flows for the year
then ended and for the period September 13, 2000 (date of inception) through
December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. We did not audit the financial
statements of Uncommon Media Group, Inc. for the period September 13, 2000 (date
of inception) through December 31, 2000, which reflect a deficit accumulated
during development stage of $533,167 and which is included in the financial
statements presented for the period September 13, 2000 (date of inception)
through December 31, 2000. Those statements were audited by other auditors,
whose report has been furnished to us, and our opinion insofar as it relates to
the amounts included in the cumulative period since September 13, 2000 (date of
inception) through December 31, 2001, is based solely on the report of the other
auditors.

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

In our opinion, based upon our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Uncommon Media Group, Inc. as of December 31, 2001,
and the results of its operations and its cash flows for the year then ended and
for the period September 13, 2000 (date of inception) through December 31, 2001
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is currently in its
development stage and, as discussed in Note 1 to the financial statements, since
its inception, the Company has incurred an accumulated deficit of approximately
$6,000,000 and as of December 31, 2001, it has a working capital deficit of
approximately $2,700,000. Additionally, the Company incurred a net loss of
approximately $5,400,000 and had negative cash flows from operations of
approximately $1,000,000 during the year ended December 31, 2001. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans concerning these matters are also described in Note
1 to the financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Certified Public Accountants

/s/ Moore Stephens Lovelace, P.A.

Orlando, Florida
April 17, 2002


                                      F-2
<PAGE>
                         Report of Independent Auditors

The Board of Directors
Uncommon Media Group, Inc.

We have audited the accompanying statements of operations, stockholders'
deficit, and cash flows for the period from September 13, 2000 (date of
inception) to December 31, 2000 of Uncommon Media Group, Inc. (the "Company").
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 results of operations of the Company 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 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


                                      F-3
<PAGE>


                           UNCOMMON MEDIA GROUP, INC.
                           (DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2001
<TABLE>
<CAPTION>

                                     ASSETS

<S>                                                                   <C>
CURRENT ASSETS:
     Cash                                                             $     1,878
     Accounts receivable                                                   12,000
     Prepaid expenses                                                       8,465
                                                                      -----------
         Total Current Assets                                              22,343
Property and Equipment:
     Furniture and fixtures                                                25,564
     Computer equipment                                                    17,466
     Leasehold improvements                                                49,561
                                                                      -----------
                                                                           92,591
     Less accumulated depreciation and amortization                       (23,464)
                                                                      -----------
          Property and equipment, net                                      69,127
Due from officers                                                          17,747
Deposits                                                                   30,000
                                                                      -----------
         Total assets                                                 $   139,217
                                                                      ===========
                     LIABILITITES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                 $   860,794
     Accrued interest payable                                              22,620
     Accrued officers salaries                                            895,536
     Other accrued expenses                                               205,538
     Due to officers                                                      111,462
     Notes payable and other debt                                         586,500
                                                                      -----------
         Total current liabilities                                      2,682,450
                                                                      -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS'  DEFICIT:
     Preferred Stock, $.01 par value, 500,000 shares authorized; no
       shares issued and outstanding                                           --
     Common Stock, $.01 par value, 200,000,000 shares authorized;
       35,960,167 shares issued and outstanding                           359,602
     Additional paid-in capital                                         4,329,348
     Deferred compensation                                             (1,274,650)
     Deficit accumulated during development stage                      (5,957,533)
                                                                      -----------
         Total Stockholders' Deficit                                   (2,543,233)
                                                                      -----------
         Total Liabilities and Stockholders' Deficit                  $   139,217
                                                                      ===========
</TABLE>



                             SEE ACCOMPANYING NOTES


                                      F-4
<PAGE>


                           UNCOMMON MEDIA GROUP, INC.
                           (DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                     SEPTEMBER 13, 2000   SEPTEMBER 13, 2000
                                                                         YEAR             (DATE OF           (DATE OF
                                                                         ENDED           INCEPTION)          INCEPTION)
                                                                      DECEMBER 31,     TO DECEMBER 31,     TO DECEMBER 31,
                                                                          2001               2000               2001
                                                                      ------------       ------------       ------------
<S>                                                                   <C>                <C>                <C>
REVENUES, NET                                                         $     29,312       $         --       $     29,312

COST OF GOODS SOLD                                                         404,735                 --            404,735
                                                                      ------------       ------------       ------------

GROSS PROFIT (LOSS)                                                       (375,423)                --           (375,423)

OPERATING EXPENSES:
    Salaries and benefits                                                1,350,789            283,141          1,633,930
    Selling, general and administrative                                    646,072            152,810            798,882
    Consulting and professional fees                                     2,975,921             97,141          3,073,062
                                                                      ------------       ------------       ------------
         Total operating expenses                                        4,972,782            533,092          5,505,874
                                                                      ------------       ------------       ------------
OPERATING LOSS                                                          (5,348,205)          (533,092)        (5,881,297)
OTHER EXPENSES:
    Interest expense, including amortization of issuance costs              76,161                 75             76,236
                                                                      ------------       ------------       ------------
         Total other expenses                                               76,161                 75             76,236
                                                                      ------------       ------------       ------------
LOSS BEFORE PROVISION FOR INCOME TAXES                                  (5,424,366)          (533,167)        (5,957,533)
PROVISION FOR INCOME TAXES                                                      --                 --                 --
                                                                      ------------       ------------       ------------
NET LOSS                                                              $ (5,424,366)      $   (533,167)      $ (5,957,533)
                                                                      ============       ============       ============


BASIC AND DILUTED NET LOSS PER COMMON SHARE                           $       (.17)      $       (.02)
                                                                      ============       ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                    31,536,747         21,382,000
                                                                      ============       ============
</TABLE>


                             SEE ACCOMPANYING NOTES



                                      F-5
<PAGE>


                           UNCOMMON MEDIA GROUP, INC.
                           (DEVELOPMENT STAGE COMPANY)

                       STATEMENTS OF STOCKHOLDERS' DEFICIT
           FOR THE PERIOD FROM SEPTEMBER 13, 2000 (DATE OF INCEPTION)
            TO DECEMBER 31, 2000 AND THE YEAR ENDED DECEMBER 31, 2001
<TABLE>
<CAPTION>

                                                                                                   DEFICIT
                                                                                                  ACCUMULATED
                                             COMMON STOCK            ADDITIONAL                     DURING
                                                          PAR         PAID-IN       DEFERRED      DEVELOPMENT
                                           SHARES        VALUE        CAPITAL     COMPENSATION       STAGE          TOTAL
                                        -----------   -----------   -----------    -----------    -----------    -----------
<S>                                      <C>          <C>           <C>            <C>            <C>            <C>
BALANCES, SEPTEMBER 13, 2000                   --     $        --   $        --    $        --    $        --    $        --

Net loss for the period                        --              --            --             --       (533,167)      (533,167)
                                        -----------   -----------   -----------    -----------    -----------    -----------
BALANCES, DECEMBER 31, 2000                    --              --            --             --       (533,167)      (533,167)

Issuance of shares in payment of
  advances                                  277,667         2,777       277,223             --             --        280,000

Issuance of shares to officers
  retroactive to September 13, 2000      19,200,000       192,000      (192,000)            --             --             --

Issuance of shares for
  acquisition of IJC Ventures Corp       10,800,000       108,000      (108,000)            --             --             --

Proceeds from Fusion common stock
  purchase agreement, net of
  costs of $35,000                               --            --       429,500             --             --        429,500

Issuance of common stock in
  payment of consulting and
  professional services                   5,120,000        51,200     2,059,500     (2,101,700)            --          9,000

Issuance of shares in payment of
  debt issuance costs                       150,000         1,500        51,625             --             --         53,125

Issuance of shares to officers,
  directors, and employees                  412,500         4,125       705,641             --             --        709,766

Issuance of 200,000 warrants and
  2,375,000 options                              --            --     1,105,859       (608,000)            --        497,859

Amortization of deferred
  compensation                                   --            --            --      1,435,050             --      1,435,050

Net loss for the year                            --            --            --             --     (5,424,366)    (5,424,366)
                                        -----------   -----------   -----------    -----------    -----------    -----------
BALANCES, DECEMBER 31, 2001              35,960,167   $   359,602   $ 4,329,348    $(1,274,650)   $(5,957,533)   $(2,543,233)
                                        ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>



                             SEE ACCOMPANYING NOTES


                                      F-6
<PAGE>

                           UNCOMMON MEDIA GROUP, INC.
                           (DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                     SEPTEMBER 13,2000   SEPTEMBER 13, 2000
                                                                                         (DATE OF            (DATE OF
                                                                    YEAR ENDED           INCEPTION)          INCEPTION)
                                                                    DECEMBER 31,       TO DECEMBER 31,     TO DECEMBER 31,
                                                                        2001                2000               2001
                                                                    -----------         -----------         -----------
<S>                                                                 <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                         $(5,424,366)        $  (533,167)        $(5,957,533)

   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Stock based compensation                                         2,651,675                  --           2,651,675
     Amortization and depreciation                                       20,539               2,925              23,464
     Interest expense                                                    53,125                  75              53,200
   Changes in operating assets and liabilities:
     Increase in accounts receivable                                    (12,000)                 --             (12,000)
     Decrease (increase) in prepaid expenses                              8,958             (17,423)             (8,465)
     Increase in deposits                                                (9,000)            (21,000)            (30,000)
     Increase in due from officers                                      (17,747)                 --             (17,747)
     Increase in accrued officers salaries                              777,384             118,152             895,536
     Increase in accounts payable and other accrued expenses            920,584             168,293           1,088,877
     Increase in due to officers                                         50,652              60,810             111,462
                                                                    -----------         -----------         -----------
   Net cash used in operating activities                               (980,196)           (221,335)         (1,201,531)
                                                                    -----------         -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments for furniture, equipment, and leasehold
     improvements                                                       (27,186)            (65,405)            (92,591)
                                                                    -----------         -----------         -----------
   Net cash used in investing activities                                (27,186)            (65,405)            (92,591)
                                                                    -----------         -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from borrowings                                             559,000             325,000             884,000
   Proceeds from Fusion common stock purchase agreement                 429,500                  --             429,500
   Repayment of  borrowings                                             (17,500)                 --             (17,500)
                                                                    -----------         -----------         -----------
   Net cash provided by financing activities                            971,000             325,000           1,296,000
                                                                    -----------         -----------         -----------
(DECREASE) INCREASE IN CASH                                             (36,382)             38,260               1,878
CASH AT THE BEGINNING OF THE PERIOD                                      38,260                  --                  --
                                                                    -----------         -----------         -----------
CASH AT THE END OF THE PERIOD                                       $     1,878         $    38,260         $     1,878
                                                                    ===========         ===========         ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest expense                                               $        --         $        --         $        --
                                                                    ===========         ===========         ===========
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

YEAR ENDED DECEMBER 31, 2001:

         Issuance of 5,120,000 shares of common stock to outside consultants
valued at $2,110,700, in payment of consulting and professional fees.

         Issuance of 150,000 shares of common stock valued at $53,125, in
payment of debt issuance costs.

         Issuance of 412,500 shares of common stock to officers, directors and
employees valued at $709,766, in payment of compensation and consulting and
professional fees.

         Issuance of 200,000 warrants to purchase common stock to outside
consultants valued at $273,000, in payment of consulting and professional fees.


                    SEE ACCOMPANYING NOTES


                                      F-7
<PAGE>

                           UNCOMMON MEDIA GROUP, INC.
                           (DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OFCASH FLOWS, CONTINUED


YEAR ENDED DECEMBER 31, 2001, CONTINUED:

         Issuance of 375,000 options to outside consultants to purchase common
stock valued at $292,859, in payment of consulting and professional fees.

         Issuance of an option to an officer to purchase 2,000,000 shares of
common stock valued at $540,000 in connection with the terms of his employment
agreement.


PERIOD FROM SEPTEMBER 13, 2000 (DATE OF INCEPTION)
TO DECEMBER 31, 2000:
         None











                             SEE ACCOMPANYING NOTES


                                      F-8
<PAGE>

                           UNCOMMON MEDIA GROUP, INC.
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 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 provides media
solutions and services to traditional advertisers, consumers and suppliers by
combining software applications with real-time Internet interaction. The Company
also provides targeted marketing campaigns for advertisers.

         Pursuant to a share purchase agreement dated December 8, 2000, IJC
Ventures Corp. ("IJC") acquired all of the outstanding common 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 stockholders 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 acquisition. As of the closing date of the acquisition IJC
stockholders held 10,800,000 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 accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the year ended December 31, 2001, and the period
from inception through December 31, 2000, the Company incurred losses of
$5,424,366 and $533,167, respectively and at December 31, 2001, had a
stockholders' deficit of $2,543,233. These factors among others may indicate the
Company will be unable to continue as a going concern for a reasonable period of
time. The accompanying financial statements do not include any adjustments
relating to the outcome of this uncertainty.

         LIQUIDITY AND PLAN OF OPERATION

         As of December 31, 2001, the Company had cash of $1,878 and a
deficiency in working capital of $2,660,107, respectively.

         The Company's continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on a timely
basis. The Company's primary source of liquidity has been through the private
placement of equity and debt securities. The Company is presently exploring
possibilities with respect to significant expansion of its customer base in
order to eventually achieve profitable operations. Based upon its current
business plan, the Company believes it will generate sufficient cash flow
through operations and external sources of capital to meet its obligations in a
timely manner during the year ending December 31, 2002. However, there can be no
assurance that the Company will be successful in achieving profitable operations
or acquiring additional capital or that such capital, if available, will be on
terms and conditions favorable to the Company.

                                      F-9
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000


         USE OF ESTIMATES

         The presentation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the 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 may differ from these estimates.

         PROPERTY AND EQUIPMENT

         Property and equipment 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

         Expenditures for maintenance and repairs are expensed as incurred.
Expenditures which materially increase values, or extend useful lives are
capitalized.

         INCOME TAXES

         Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts. Deferred tax assets are also established for the
future tax benefits of loss and credit carryforwards. Valuation allowances are
established to reduce deferred tax assets to the amount expected to be realized.

         NET LOSS PER SHARE OF COMMON STOCK

         The basic and diluted net loss per common share, in the accompanying
statements of operations, are based upon the net loss divided by the weighted
average number of shares outstanding during the periods presented. Diluted net
loss per common share is the same as basic net loss per common share for the
year ended December 31, 2001, since the inclusion of all potentially dilutive
common shares that would be issuable upon the exercise of outstanding stock
options and warrants would be anti-dilutive. For the period from inception
through December 31, 2000, there were no potentially dilutive securities
outstanding.

         STOCK-BASED COMPENSATION

         The Company accounts for stock based employee compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Compensation costs for stock
options, if any, is measured as the excess of the quoted market price of the
Company's common stock at the date of grant over the amount the employee must
pay to acquire the common stock. Restricted stock is recorded as compensation
cost over the requisite vesting periods based upon the market value on the date
of grant.

         SFAS No. 123, "Accounting for Stock-Based Compensation", established
accounting and disclosure requirements using a fair-value based method of
accounting for stock-based employee compensation plans. The Company has elected
to remain with its current method of accounting as described above, and has
adopted the disclosure requirements of SFAS No. 123.


                                      F-10
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000

         REVENUE RECOGNITION

         The Company provides 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 is 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.

         During the course of production of CD Roms, all direct costs of
production to the extent they do not exceed the estimated revenues to be
realized on the contract are deferred and are expensed at the conclusion of the
contract when the CD Roms are distributed to the publications or other medium of
advertising specified within the contracts governing the campaigns and
interactive programs. Estimated costs incurred or to be incurred in excess of
estimated revenues to be realized are expensed when it is evident that a loss
will be incurred on the contract.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The fair value of cash, accounts receivable, accounts payable, accrued
expenses, officers loans and notes payable and other debt approximate their fair
value because of the short-term maturity of these instruments.

         CONCENTRATIONS OF CREDIT RISK

         Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The Company maintains its cash accounts in U.S. banks and the total balance of
cash at December 31, 2001, is insured by the F.D.I.C. The balance of accounts
receivable of $12,000 is due from one customer.

         RECLASSIFICATIONS

         Certain reclassifications have been made in the financial statements
for the period ended December 31, 2000, in order to conform with the
presentation for the year ended December 31, 2001.

2.       INCOME TAXES:

         The Company did not provide any current or deferred U.S. federal or
state income tax provision or benefit for the periods 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, 2001, the Company had a net operating loss carryforward
of $5,920,000 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 federal tax laws.

                                                       2001          2000
                                                  -----------    -----------
    Net operating loss                            $ 2,015,000    $   199,791
    Valuation allowance for deferred tax assets    (2,015,000)      (199,791)
                                                  -----------    -----------
    Deferred tax asset, net                       $        --    $        --
                                                  ===========    ===========

3.       NOTES PAYABLE AND OTHER DEBT:

         During the year ended December 31, 2001, the Company borrowed an
additional $454,000 in the form of unsecured loans bearing interest at an annual
rate of 5% from MIDO Consulting, Inc. ("MIDO"), an affiliated entity and made
principal payments totaling $17,500. At December 31, 2001, the Company had total
debt outstanding of $486,500 under the MIDO loans and $20,222 in accrued
interest. Principal and accrued interest are due on May 1, 2002.


                                      F-11
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000

         During August and September 2001, the Company received an aggregate of
$100,000 from three individuals in exchange for promissory notes ("the Notes").
In connection with the Notes, the Company agreed to issue 150,000 shares of
common stock to two of the individuals. The face value of the Notes were
discounted to reflect the fair value of the shares issued of $53,125 and such
amount was accreted and charged to interest expense during the original term of
the Notes ending in December 2001. Two of the Notes accrue interest at an annual
rate of 10%. The maturity date of the three notes have been extended to various
dates in 2002.

         During November 2000, the Company received non-interest bearing
advances totaling $275,000 from three individuals. On March 22, 2001, these
advances were exchanged for 275,000 shares of the Company's common stock. On
February 20, 2001, the Company received $5,000 in the form of a non-interest
bearing advance from another individual. On April 4, 2001, this advance was
exchanged for 2,667 shares of the Company's common stock.

4.       STOCKHOLDERS' DEFICIT:

         Pursuant to agreements dated January 15, 2001, the Company issued
200,000 shares of common stock to consultants in exchange for certain services.
On June 18, 2001, one of the consulting agreements terminated when the
consultant became an officer of the Company. The Company recognized an expense
of $575,260 during the year ended December 31, 2001, based on the fair value of
the shares issued, which is included in consulting and professional fees in the
accompanying statements of operations. An additional $12,240 of expense will be
recognized over the remaining term of the agreement.

         During March 2001, the Company also issued warrants to an outside
consultant for the right to purchase 100,000 shares of the Company's common
stock at $0.01 per share. The warrants were granted on March 21, 2001 for past
services rendered by the consultant and expire on March 21, 2006. During the
year ended December 31, 2001, the Company recognized an expense of $155,000,
based on the fair value of the warrants issued, which is included in consulting
and professional fees in the accompanying statements of operations. No warrants
have been exercised to date.

         On April 18, 2001, the Company entered into an agreement with a
non-affiliated entity whereby the Company agreed to pay a monthly fee of $7,500,
during a twelve month period commencing on April 1, 2001, to the entity in
exchange for communications and investor relations services. In connection with
the agreement, the Company issued 150,000 shares of common stock. On November
14, 2001 the Company issued an additional 50,000 shares of common stock in
connection with the agreement and agreed to issue an additional 25,000 shares of
common stock on March 1, 2002. The Company recognized an expense of $183,775
during the year ended December 31, 2001, based on the fair value of the shares,
which is included in consulting and professional fees in the accompanying
statements of operations. An additional expense of $65,425 will be recognized
over the remaining term of the agreement.

         On May 11, 2001, the Company issued 212,500 shares of common stock to
its employees and certain outside consultants. The Company recognized an expense
of $378,516 during the year ended December 31, 2001, based on the fair value of
the shares, of which $111,331 is included in salaries and benefits and $267,185
is included in consulting and professional fees, respectively, in the
accompanying statements of operations. On May 11, 2001, the Company also issued
200,000 shares of common stock and options for the right to purchase an
additional 100,000 shares of common stock at $0.01 per share to three of its
directors for past services rendered to the Company. The Company recognized an
expense of $512,359 during the year ended December 31, 2001 based on the fair
value of the shares and options issued, which is included in consulting and
professional fees in the accompanying statements of operations. No options have
been exercised to date.

         On June 13, 2001, the Company agreed to pay $1,500 per month to an
outside consultant and issued 420,000 shares of common stock in exchange for
investor and public relation services over a one-year period. The Company
recognized an expense of $344,250 during the year ended December 31, 2001, based
on the fair value of the shares issued, which is included in consulting and
professional fees in the accompanying statements of operations. The Company will
also recognize an additional expense of $285,750 over the remaining term of the
agreement.


                                      F-12
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000

         During June 2001, the Company also issued warrants to an outside
consultant for the right to purchase 50,000 shares of the Company's common stock
at $1.00 per share, 25,000 shares at $1.50 per share, and 25,000 shares at $2.00
per share. The warrants were granted on June 30, 2001, for past services
rendered by the consultant, and expire on June 29, 2006. The Company recognized
an expense of $118,000 during the year ended December 31, 2001, based on the
fair value of the warrants, which is included in consulting and professional
fees in the accompanying statements of operations. No warrants have been
exercised to date.

         On June 18, 2001, the Company granted an option to purchase 2,000,000
shares of common stock at a per share exercise price of $1.08 to its Chief
Financial and Operating Officer in connection with the terms of his employment
agreement. The option expires in five years and vests over a three year period
commencing on the grant date at the rate of 33.33% per year. The Company
recognized an expense of $105,000 for the year ended December 31, 2001, which
represents a portion of the excess of the market price of the common stock on
the grant date over the exercise price of the options granted. The Company will
recognize an additional expense of $435,000 over the remainder of the vesting
period ending in June 2004.

         During July 2001, the Company issued options to an outside consulting
firm for the right to purchase 25,000 shares of the Company's common stock at
$1.50 per share, 25,000 shares at $1.75 per share and 25,000 shares at $2.00 per
share. The options were granted on July 12, 2001, for past services rendered by
the consulting firm, and expire on July 12, 2003. An expense of $43,750 was
recognized during the year ended December 31, 2001, and is included in
consulting and professional fees in the accompanying statements of operations.
No options have been exercised to date.

         On July 24, 2001, the Company entered into agreements with two
non-affiliated entities whereby the Company agreed to issue 200,000 shares of
common stock to the entities in exchange for communications and investor
relations services over a twelve month period. In connection with the
agreements, the Company also issued options for the right to purchase 200,000
shares of common stock at $0.40 per share. The options expire on July 24, 2004.
The Company recognized an expense of $68,808 during the year ended December 31,
2001, based on the fair value of the shares and options issued, which is
included in consulting and professional fees in the accompanying statements of
operations. The Company will also recognize an additional expense of $89,192
over the remaining term of the agreement. No options have been exercised to
date.

         On July 25, 2001 the Company entered into an agreement with a
non-affiliated entity whereby the Company issued 250,000 shares of common stock
to the entity in exchange for communication services over a six month period.
The Company recognized an expense of $101,707 during the year ended December 31,
2001, based on the fair value of the shares issued, which is included in
consulting and professional fees in the accompanying statements of operations.
The Company will also recognize an additional expense of $15,793 over the
remaining term of the agreement.

         On November 17, 2001, the Company entered into an agreement with a
non-affiliated entity whereby the Company issued 3,000,000 shares of common
stock to the entity in exchange for business opportunity and strategic planning
services to be provided over a period of one year. The Company recognized an
expense of $45,000 during the year ended December 31, 2001, based on the fair
value of the shares issued, which is included in consulting and professional
fees in the accompanying statements of operations. The Company will also
recognize an additional expense of $315,000 over the remaining term of the
agreement.

         On November 30, 2001, the Company entered into an agreement with MIDO
an affiliated entity whereby the Company issued 750,000 shares of common stock
to MIDO in exchange for consulting services for a period of six months regarding
potential business combinations or arrangements with strategic partners. The
Company recognized an expense of $11,250 during the year ended December 31,
2001, based on the fair value of the shares issued, which is included in
consulting and professional fees in the accompanying statements of operations.
The Company will also recognize an additional expense of $56,250 over the
remaining term of the agreement.


                                      F-13
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000


         On November 30, 2001, the Company issued 100,000 shares of common stock
to an outside consultant in payment of legal services rendered to the Company.
The Company recognized an expense of $9,000 during the year ended December 31,
2001, based on the fair value of the shares issued, which is included in
consulting and professional fees in the accompanying statements of operations.

         The following summarizes stock option activity for the year ended
December 31, 2001:

                                                                     WEIGHTED
                                                                     AVERAGE
                                                                     EXERCISE
                                                       AMOUNT         PRICE
                                                      ---------       -----
             Outstanding at December 31, 2000
             Granted                                  2,375,000       $1.00
             Exercised                                       --          --
             Forfeited                                       --          --
                                                      ---------       -----
             Outstanding as of December 31, 2001      2,375,000       $1.00
                                                      =========       =====

         The range of exercise prices for options outstanding at December 31,
2001 was $.01 to $2.00. The following table summarizes information about options
outstanding at December 31, 2001:
<TABLE>
<CAPTION>

                                                                         OUTSTANDING OPTIONS
                                                      ------------------------------------------------------
                                                                             WEIGHTED
                                                                              AVERAGE              WEIGHTED
                                                        NUMBER OF           CONTRACTUAL             AVERAGE
                  RANGE OF EXERCISE PRICES               SHARES           LIFE (IN YEARS)       EXERCISE PRICE
                  --------------------------         --------------     -----------------       ---------------
<S>                     <C>                                <C>                   <C>                  <C>
                        $0.01                              100,000               2.4                  $0.01
                        $0.40                              200,000               2.6                  $0.40
                        $1.08                            2,000,000               4.5                  $1.08
                        $1.50 - $2.00                       75,000               1.5                  $1.75
                                                         ---------
                                                         2,375,000                                    $1.00
                                                         =========
</TABLE>

<TABLE>
<CAPTION>

                                                                         EXERCISABLE OPTIONS
                                                               --------------------------------------
                                                                                        WEIGHTED
                                                                  NUMBER OF              AVERAGE
                  RANGE OF EXERCISE PRICES                         SHARES            EXERCISE PRICE
                  --------------------------------             ------------          ----------------
<S>                     <C>                                        <C>                     <C>
                        $0.01                                      100,000                 $0.01
                        $0.40                                      200,000                 $0.40
                        $1.50 - $2.00                               75,000                 $1.75
                                                                   -------
                                                                   375,000                 $0.57
                                                                   =======
</TABLE>


         The Company has adopted the disclosure-only provisions of SFAS No. 123.
Accordingly, compensation cost related to options issued to officers and
employees has been recorded to the extent of the differences between the fair
market value per share of the Company's common stock and the exercise price per
share of the option on the date of grant. For the year ended December 31, 2001,
an executive officer of the Company was issued an option to purchase 2,000,000
shares of common stock at an exercise price of $1.08 per share. All other
outstanding common stock options to purchase 375,000 shares of the Company's
common stock were granted to outside consultants.

         Had compensation cost for the Company's issue of a common stock option
to one executive officer during the year ended December 31, 2001, been
determined based on the fair value at the date of grant consistent with the
provisions of SFAS 123, the Company's net loss and net loss per common share
would have been increased to the pro-forma amounts indicated below:


                                      F-14
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000


                                                                     UNAUDITED
                                                                     ---------
                          Net loss as reported                     $(5,424,366)
                          Pro-forma net loss                       $(5,727,865)
                          Net loss per share as reported           $      (.17)
                          Pro-forma net loss per share             $      (.18)

          The Company utilizes the Black-Scholes option pricing model to
calculate the fair value of each individual issuance of options with the
following assumptions used for grants during the year ended December 31, 2001;
dividends yield of 0%; expected average annual volatility of 97.0%; average
annual risk free interest rate of 4%; and expected terms averaging five years.

         At December 31, 2001, the Company had reserved the following shares of
common stock for issuance:


                          Outstanding stock options exercisable  at
                          $.01 to $2.00 per share                      2,375,000

                          Outstanding warrants exercisable at
                          $.01 to $2.00 per share                        200,000

                          Shares issuable to a consultant                 25,000

                          Shares issuable under financing
                          cooperation agreements                       3,869,111
                                                                       ---------

                          Total
                                                                       6,469,111
                                                                       =========

5.       COMMON STOCK PURCHASE AGREEMENT:

         On May 4, 2001, the Company entered into a common stock purchase
agreement with Fusion Capital Fund II, LLC (Fusion), a Chicago based
institutional investor. Under the common stock purchase agreement, Fusion agreed
to purchase up to $10 million of the Company's common stock over a 40 month
period, subject to a six month extension. The Company has the right to (i)
terminate this agreement at any time at no cost, and (ii) decrease the amount
of, or suspend sales of common stock to Fusion at any time as long as the market
price per share of the Company's common stock is below $25. The purchase price
of the shares will be equal to the lesser of (1) $25 or (2) a price based upon
the future market price of the common stock without any fixed discount to the
market price.

         The commencement of the funding was subject to certain conditions
including the effectiveness of a registration statement covering the resale of
the shares sold to Fusion pursuant to the common stock purchase agreement.
However, pursuant to financing cooperation agreements, certain current
stockholders guaranteed to Fusion the Company's obligations under the common
stock purchase agreement. As a result of such guarantees, Fusion agreed to waive
the requirement for an effective registration statement and began funding the
common stock purchase agreement on May 21, 2001.

         On May 10, 2001, the Company entered into financing cooperation
agreements with certain of its stockholders. Under such agreements, the
Company's stockholders have agreed to transfer shares of the Company's common
stock in connection with the common stock purchase agreement. In consideration
for each share received by Fusion under the financing cooperation agreements,
the Company has agreed to issue a promissory note to each stockholder in an
amount equal to (i) the aggregate dollar amount actually paid under any guaranty
entered into by such stockholder and (ii) an amount equal to $1.00 for each
share of common stock sold under the financing agreement to Fusion. The
promissory notes bear interest at 8% per year from issuance and are due on May
10, 2011.


                                      F-15
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000


         The Company has the right at any time to convert the outstanding
balance under any of the notes into common stock at a per share price equal to
the average of the five consecutive closing sale prices of the Company's common
stock during the five trading days ending on the trading day immediately
preceding the date on which the Company delivers a Notice of Exercise.

         On the effective date of the financing cooperation agreements, Fusion
received 750,000 shares of the Company's common stock as a commitment fee. The
shares were provided by certain of the Company's existing stockholders under the
financing cooperation agreements and the Company issued $750,000 of promissory
notes to the stockholders, in connection with the shares provided on May 10,
2001.

         The Company received $464,500 from Fusion in connection with the common
stock purchase agreement, which is reflected as an increase in additional
paid-in capital in the accompanying statement of stockholders' deficit, net of
costs incurred of $35,000.

         It is the Company's intention to satisfy the promissory note
obligations under the financing cooperation agreements through the issuance of
additional shares of common stock on the maturity date of such notes. As such,
no liability has been recorded for the promissory notes totaling $3,750,000 plus
accrued interest of approximately $119,111 as of December 31, 2001.


6.       COMMITMENTS:

         The Company leases office space under a noncancelable operating lease
which expires on October 13, 2005. Rental expense for the year ended December
31, 2001, was $85,774. Future minimum rental commitments under the noncancelable
operating lease are as follows:

                          2002                          $    87,384
                          2003                               90,004
                          2004                               92,708
                          2005                               86,669
                                                        -----------
                          Total                         $   356,765
                                                        ===========

         On June 18, 2001, the Company entered into a three year employment
agreement with each of its four executive officers which provide for an
aggregate of $940,000 per year in base compensation to such officers. The
agreement for one officer provided for a grant of an option to purchase
2,000,000 shares of common stock . Each of the executives is entitled to an
annual performance bonus of $100,000 payable in quarterly installments in the
year following the year earned, provided the executive achieves performance
targets. In addition if each of the executives meet their performance goals for
each of the years 2001 through 2003 then on or before March 31st of each such
year, he shall receive an additional immediately-vested Incentive Stock Option
to purchase up to 300,000 shares of the Company's common stock at the market
price on such date.

         The Company is party to various consulting and advisory contracts at
December 31, 2001. The Company's remaining commitment under such contracts as of
December 31, 2001, relates to the payment of consulting fees of $39,000 and
issuance of 25,000 shares of common stock during the year ending December 31,
2002.


                                      F-16
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000


7.       RELATED PARTY TRANSACTIONS:

         At December 31, 2000, the Company was indebted to two of its officers
in the amount of $60,810 for non-interest bearing advances made to the Company
by such officers.

         During the year ended December 31, 2001, the Company borrowed a total
of $134,127 from its officers and made payments and interest free advances to
such officers in the amount of $101,222. The loans, which are interest free,
were provided to facilitate the development of the Company. During the year
ended December 31, 2001, the Company also made non-interest bearing advances to
certain of its officers. At December 31, 2001, the amounts are reflected in the
accompanying financial statements as follows:

                          Due from officers                     $  17,747
                          Due to officers                       $ 111,462

8.       SUBSEQUENT  EVENTS:

         Subsequent to December 31, 2001, the Company entered into consulting
agreements with five unrelated parties relating to matters involving investor
relations, marketing and promotion of the Company's CD Rom products and
corporate finance matters. Pursuant to such contracts, the Company agreed to
issue an aggregate of 2,625,000 shares of the Company's common stock and to pay
monthly consulting fees over varying terms in the amount of $14,000 per month
which will aggregate $78,000 for the year ended December 31, 2002. In connection
with one of the contracts, the Company agreed to make cash payments of $150,000,
$100,000 and $100,000 on March 1, 2002, July 1, 2002 and November 1,
2002,respectively. The March 1, 2002 payment was not made on its scheduled due
date. The Company has verbally advised two of the consultants that their
contracts are cancelled and, accordingly, the Company has ceased making payments
pursuant to such contracts.

         On April 8, 2002, the Company acquired ten percent of the outstanding
shares of common stock of Ground Troop Marketing, Inc. ("Groundtroop") in
exchange for payment of $100,000 of cash. The Company has the right to purchase
an additional fifteen percent of Groundtroop on or before April 30, 2002, in
exchange for cash of $150,000 and 3,000,000 shares of restricted common stock of
the Company. The 3,000,000 shares are subject to first priority piggyback
registration rights with any shares registered by the Company on behalf of any
executive of the Company. The shareholders of Groundtroop are entitled to
additional shares of common stock to the extent that the closing ask and bid
price for the Company's common stock for the 30 day period immediately preceding
the one year anniversary of the agreement, is less than one dollar per share.

         The Company also received a six month option to purchase the remaining
seventy five percent of Groundtroop in exchange for a cash payment of $1,500,000
plus an additional 3,000,000 shares of restricted common stock of the Company
upon exercise of the option, with the same piggyback registration rights as
described above. The Company may extend the option for an additional six months
in exchange for a cash payment of $250,000. If the option is extended the cash
portion of the purchase price is increased to $2,000,000 (the "Extended Purchase
Price") and the $250,000 payment made may be applied to the Extended Purchase
Price.

         In the event that Groundtroop receives a valid written offer from any
third party to acquire 100% of Groundtroop stock within one year from the date
of this agreement, the Company has the right of first refusal to acquire the
stock on the same terms and conditions as the third party offer. If the Company
declines the right of first refusal and Groundtroop completes the sale
transaction with any third party, then Groundtroop will split the proceeds of
such sale 50/50 with the Company.

         The Company has agreed to pay the monthly salary of one of the
Groundtroop officers in the amount of $13,750 commencing on May 1, 2002, which
amounts are repayable to the Company in connection with the completion of the
acquisition of Groundtroop stock.


                                      F-17
<PAGE>

                            UNCOMMON MEDIA GROUP, INC
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                           DECEMBER 31, 2001 AND 2000


         On March 29, 2002, the Company borrowed $300,000 pursuant to the terms
of a $500,000 12% Convertible Debenture (the "Debenture") due in one year. The
remaining $200,000 may be borrowed by the Company, at the option of the lender
after the effectiveness of a registration statement to register the amount of
shares applicable to the conversion of $500,000 principal amount of the
debenture plus warrants issued by the Company to the lender. The agreement
provides that the Company will issue the lender warrants to purchase three
shares of the Company's common stock for each $1.00 of the principal balance
outstanding on the convertible debenture. The warrants are exercisable for a
period of three years from the date of funding of the debenture.

         The debenture is convertible into common stock at a conversion price of
the lesser of $.09 or the average of the lowest three inter day trading prices
during the 20 trading days immediately prior to the conversion date, discounted
by 50%.

         Interest on the debenture is payable quarterly in cash or in common
stock of the Company. If the interest is paid by issuance of the Company's
common stock the number of shares are determined using the conversion price
formula described above.

         In connection with the above borrowing the Company entered into a three
month consulting agreement with the lender regarding overall business strategies
and strategic commercial matters affecting the Company. The agreement provides
that the Company will pay the consultant a monthly fee of $13,000 in cash and
75,000 shares of the Company's common stock.

         The Company received net proceeds of $245,000 after payment of $39,000
of consulting fees and $16,000 of legal and other expenses associated with the
borrowing.

         The Company intends to pursue a $5,000,000 lending arrangement with
this lender pursuant to terms and conditions to be agreed upon at a later date.

         In connection with one of its financing arrangements, the Company has
become aware of the possibility that legal action may be filed against the
Company by one of the participants. The Company has not received any formal
notice regarding such matter and is therefore unable to comment on the merits of
any action that may be filed, if any. The Company believes that it is in
compliance with all of the terms and conditions of the agreements relating to
such financing arrangement.



                                      F-18