SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             AMENDMNT NO. 1 TO FORM
                                   FORM 10-KSB

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

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

                       For Fiscal Year Ended June 30, 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  0-26187
                                                    -------

                      GLOBAL REALTY MANAGEMENT GROUP, INC.
             (Name of small business issuer in its charter)
<TABLE>
<S>                  <C>                                      <C>
                     Florida                                  65-0735872
(State or other jurisdiction of incorporation or  (IRS Employer Identification No.)
             organization)
</TABLE>

1221 Brickell Ave., Suite 900, Miami, Florida                       33131
---------------------------------------------                     ---------
(Address of principal executive offices )                         (Zip Code)

Issuer's telephone number    (305)  539-0900
-----------------------------------------------------

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

                                      None

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

                         Common Stock, $0.001 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes [X]    No [ ]

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

Revenues for year ended June 30, 2001: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of October 10, 2001, was:  $288,875

Number of shares of the registrant's common stock
outstanding as of October 10, 2001 was:  10,550,000

Transfer Agent as of October 10, 2001:

            American Registrar & Transfer Co.
            342 East 900 South
            Salt Lake City, Utah 84111

<PAGE>

                      PART I
                      ------

Item 1.  Description of Business
--------------------------------

Business Development. We were incorporated under the name Global Realty
Management Group, Inc. in the State of Florida on February 10, 1997.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

Business of Issuer. We are a development stage company whose business is
property management, development, construction and leasing. We will be
responsible for not only collecting rent from our clients, but also maintaining
the property and paying expenses relating to the property. In addition, the
Company intends to manage residential and office properties owned by third
parties and affiliated companies. There are numerous residential and office
properties that compete with the Company in attracting tenants.

The Company's corporate offices are located at 1221 Brickell Avenue, Suite 900,
Miami, Florida 33131. The Company's corporate staff consists of three persons,
including two professionals experienced in all aspects of residential and
commercial real estate. The Company's telephone number is (305) 539-0900.

All of the management and leasing operations with respect to the properties as
well as leasing operations with respect to a portion of the properties not owned
by the Company will be conducted through a management company organized as a
limited liability company ("Management LLC").

MANHATTAN OFFICE MARKET BACKGROUND

The term "Class B" is generally used in the Manhattan (New York City) office
market to describe office properties which are more than 25 years old but which
are in good physical condition, enjoy widespread acceptance by high-quality
tenants and are situated in desirable locations in Manhattan. Class B office
properties can be distinguished from Class A properties in that Class A
properties are generally newer properties with higher finishes and obtain the
highest rental rates within their markets.

A variety of tenants who do not require, desire or cannot afford Class A space
are attracted to Class B office properties due to their prime locations,
excellent amenities, distinguished architecture and relatively less expensive
rental rates. Class B office space has historically attracted many smaller
growth oriented firms and has played a critical role in satisfying the space
requirements of particular industry groups in Manhattan, such as the
advertising, apparel, business services, engineering, not-for-profit, "new
media" and publishing industries. In addition, several areas of Manhattan,
including many in which particular trades or industries traditionally
congregate, are dominated by Class B office space and contain no or very limited
Class A office space. Examples of such areas include the Garment District, the
Flatiron District, the areas immediately south and north of Houston Street
("Soho" and "Noho", respectively), Chelsea, and the area surrounding the United
Nations. Businesses significantly concentrated in certain of these areas include
those in the following industries: "new media", garment, apparel, toy, jewelry,
interior decoration, antiques, gift ware, and UN-related businesses. The
concentration of businesses creates strong demand for the available Class B
office space in those locations.

The Company's management team intends to develop a comprehensive knowledge of
the Manhattan Class B office market, an extensive network of tenant and other
business relationships and experience in acquiring management contracts of
underperforming office properties and repositioning them into profitable Class B
properties through intensive full service management and leasing efforts.

The Company believes that the recovery of the New York commercial real estate
market from the downturn of the late 1980's and early 1990's combined with the
ongoing strength of the New York City economy will create an attractive
environment for managing, operating and acquiring Class B office properties in
Manhattan.

GROWTH STRATEGIES

The Company will seek to capitalize on current opportunities in the Class B
Manhattan office market through (i) property acquisitions- acquire Class B
office properties at significant discounts to replacement costs that provide
attractive initial yields and the potential for cash flow growth, (ii) property
repositioning - repositioning acquired properties that are underperforming
through renovations, active management and pro-active leasing and (iii)
integrated leasing and property management.

LEASING AND PROPERTY MANAGEMENT. The Company will seek to capitalize on
management's extensive knowledge of the Class B Manhattan marketplace and the
needs of the tenants therein by using a pro-active approach to leasing and
management, which will include (i) the use of in-depth market research, (ii) the
utilization of an extensive network of third-party brokers, (iii) comprehensive
building management analysis and planning and (iv) a commitment to tenant
satisfaction by providing "Class A" tenant services. The Company believes
pro-active leasing efforts have contributed to average occupancy rates at the
Properties that are above the market average.

PROPERTY REPOSITIONING. The Company believes that there are a significant number
of potential acquisitions that could greatly benefit from management's
experience in enhancing property cash flow and value by renovating and
repositioning properties to be among the best in their sub-markets. Many Class B
buildings are located in or near sub-markets which are undergoing major
reinvestment and where the properties in these markets have low vacancy rates.
Featuring unique architectural design, large floor plates or other amenities and
functionally appealing characteristics, reinvestment in these properties poses
an opportunity to the Company to meet market needs.

PROPERTY ACQUISITIONS. In acquiring properties, the Company believes that it
will have the following advantages over its competitors: (i) enhanced access to
capital as a public company, (as compared to the generally fragmented
institutional or venture oriented sources of capital available to private
companies) and (ii) the ability to offer tax-advantaged structures to sellers
through the exchange of ownership interests as opposed to solely cash
transactions.

COMPETITION IN ITS MARKETPLACE

All of the properties initially will be located in highly developed areas of
Manhattan and its suburbs that include a large number of other office
properties. Manhattan is by far the largest office market in the United States
and contains more rentable square feet than the next six largest central
business district office markets in the United States combined. Of the total
inventory of 379 million rentable square feet in Manhattan, approximately 172
million rentable square feet is comprised of Class B office space and 207
million rentable square feet is comprised of Cass A office space. Many tenants
have been attracted to Class B properties in part because of their relatively
less expensive rental rates (as compared to Class A properties) and the
tightening of the Class A office market in midtown Manhattan. Consequently, an
increase in vacancy rates and/or a decrease in rental rates for Class A office
space would likely have an adverse effect on rental rates for Class B office
space. Also, the number of competitive Class B office properties in Manhattan
(some of which are newer and better located) could have a material adverse
effect on the Company's ability to lease office space at its properties, and on
the effective rents the Company is able to charge.

In addition, the Company will compete with other property owners that have
greater resources than the Company. In particular, the Company may in the future
compete with REITs which have been formed solely to own, operate and acquire
Manhattan Class B office properties. In addition, the Company may face
competition from other real estate companies (including REITs that currently
invest in markets other than Manhattan) that have greater financial resources
than the Company or that are willing to acquire properties in transactions which
are more highly leveraged than the Company is willing to undertake. The Company
also will face competition from other real estate companies that provide
management, leasing and construction similar to those to be provided by the
Company.

EMPLOYEES

At October 10, 2001, the Company employed a total of 2 persons on a full-time
basis. In addition, depending on client demand, the Company will utilize
manpower agencies to contract between additional persons on a temporary, part-
time basis. None of the Company's employees are represented by a labor union.
The Company believes that its relations with its employees are good.

Item 2. Description of Property
-------------------------------

We currently sublease office space in a building located at 1221 Brickell
Avenue, Suite 900, Miami, Florida. The facility is leased pursuant to a month to
month lease. The primary tenant is Atlas Equity Group, Inc. which is wholly
owned by Michael Farkas an affiliated individual. Atlas Equity Group, Inc.
subleases the facility to us. The landlord is not affiliated with us. The
present monthly rent is $1,000 which includes utilities and common charges. We
believe that this space is sufficient for us at this time.

In addition, the Company subleases office space at 5420 13th Avenue, Brooklyn,
NY 11219 from Allstate Realty Associates for $500 per month. Joseph Spitzer, our
President, Chairman, Chief Executive Officer and Director is currently the
President, Owner and founder of Allstate Realty Associates.

Item 3.  Legal Proceedings
--------------------------

The Company and its subsidiaries are not presently parties to any litigation,
nor to the Company's knowledge and belief is any litigation threatened or
contemplated.

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

None.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters
----------------------------------------------------------------

On October 10, 2001, there were 18 shareholders of record of the Company's
common stock. Based on information received from brokers and others in fiduciary
capacities, the Company estimates that the total number of shareholders of the
Company's common stock does not exceeds 500. The Company's common stock is
available for trading through electronic trading services via the OTC Bulletin
Board.

The following table sets forth, for the periods indicated, the range of high and
low closing bid prices for the Company's common stock through August 31, 2001
and as available through electronic trading services subsequent to such date.

                          Common Stock Bid
                            High     Low
                            ----     ---

     Fiscal Quarter         High     Low
                            ----     ---
     September 30, 2000     0.60   0.35
     December 31, 2000      0.50   0.25
     March 31, 2001         0.80   0.40
     June 30, 2001          0.75   0.25

Dividends
---------

The Company does not intends to retain future earnings to support the Company's
growth. Any payment of cash dividends in the future will be dependent upon: the
amount of funds legally available therefore; the Company's earnings; financial
condition; capital requirements; and other factors which the Board of Directors
deems relevant.

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

The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.

During the past years the Company has spent considerable time and capital
resources defining and developing its strategic plan operating in the property
management, development, construction, and leasing industries.

The Company's operations have been devoted primarily to developing a business
plan and raising capital for future operations and administrative functions. The
Company intends to grow through internal development, strategic alliances, and
acquisitions of existing businesses. Because of uncertainties surrounding its
development, the Company anticipates incurring development stage losses in the
foreseeable future. The ability of the Company to achieve its business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.

PERIOD FROM FEBRUARY 10, 1997 (DATE OF INCEPTION) THROUGH JUNE 30, 2001

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset out business
development expenses.

Operating expenses since inception have amounted to $150,724 primarily
consisting of accounting ($33,786), legal ($27,840), office expenses ($40,598)
and consulting fees ($10,856). The Company also spun off its shares in
I-Realty.com, Inc. which resulted in a loss on disposition ($24,474).

FOR YEARS ENDED JUNE 30, 2001 AND JUNE 30, 2000

Development stage expenses for the year ended June 30, 2001 was $68,870 as
compared to expenses of $45,668 for the year ended June 30, 2000.


Expenses for the year ended June 30, 2001 were primarily accounting ($11,486),
legal ($6,243), and office expenses ($18,000). The Company also spun off its
shares in I-Realty.com, Inc. which resulted in a loss on disposition ($24,474).

Expenses for the year ended June 30, 2000 were primarily accounting ($19,300),
legal ($5,302), and office expenses ($18,000). These fees are related to the
Company's quarterly regulatory filings along with the expenses incurred as a

result of the administrative services.

Liquidity and Capital Resources

Despite capital contributions and both related party and third party loan
commitments, the company from time to time experienced, and continues to
experience, cash flow shortages that have slowed the Company's growth.

The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from related and third parties. A significant portion
of the funds raised from the sale of capital stock has been used to cover
working capital needs such as office expenses and various consulting fees.

For the year ended June 30, 2001, we incurred a net loss of $68,870. Our
accumulated deficit since inception is $150,724. Such accumulated losses have

resulted primarily from costs incurred for various professional fees.

The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and/or equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.

Item 7. Financial Statements
----------------------------

The financial statements of the Company, together with the report of auditors,
are included in this report after the signature pages.

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

The Company's accountant is Salibello & Broder, C.P.A. of New York City, New
York. The Company does not presently intend to change accountants. At no time
has there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

<PAGE>

                                    PART III

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

The directors and officers of the Company and its subsidiaries, as of October
10, 2001, are set forth below. The directors hold office for their respective
term and until their successors are duly elected and qualified. Vacancies in the
existing Board are filled by a majority vote of the remaining directors. The
officers serve at the will of the Board of Directors.

                            With Company
<TABLE>
<CAPTION>
Name                  Age          Since          Director/Position
---------------------------------------------------------------------
<S>                   <C>           <C>           <C>
Joseph Spitzer        45            1997          President, Chief Executive Officer,
                                                  Chairman and Director

Michael D. Farkas     29            1997          Executive Vice President, Chief
                                                  Financial Officer, Treasurer,
                                                  Secretary and Director
</TABLE>

Joseph Spitzer, 45 years old, has served as our President/Chairman/ Chief
Executive Officer and Director since inception in February, 1997. Mr. Spitzer is
currently the President and Founder of Allstate Realty Associates and has been
for the past 21 years. Allstate Realty Associates currently owns and manages 23
buildings with a combination of 2,100 rental and co-operative units and three
commercial office buildings totaling in excess of 430,000 square feet. Mr.
Spitzer specializes in stabilizing distressed properties and tenant/landlord
relationships.

Michael D. Farkas, 29 years old, has served as our Executive Vice President,
Chief Financial Officer, Treasurer, Secretary and Director since inception in
February, 1997. Mr. Farkas is currently the Chairman and Chief Executive Officer
of Atlas Group of Companies, LLC which owns an NASD Brokerage Firm a financial
services portal, and President of Atlas Equity Group, Inc., a private investment
bank. For the past five years, he has been an investment banker specializing in
fund raising for telecommunications, information technology and high tech
ventures. He has also specialized in mergers and acquisitions for various
entrepreneurial companies and prior to that served as a financial consultant to
several NYSE member firms including Paine Webber and Prudential Securities.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

Certain Legal Proceedings
-------------------------

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Item 10. Executive Compensation
--------------------------------

The following information relates to compensation received by the Chief
Executive Officer of the Company in fiscal year ending June 30, 2000, to
executive officers who were serving as of fiscal year ending June 30, 2000,
whose salary and bonus during fiscal year ending June 30, 2000 exceeded
$100,000. In 1999, no officer received compensation in excess of $100,000.

Summary Compensation Table

Annual Compensation

<TABLE>
<CAPTION>
Name and Principal Position     Year     Salary     Bonus      Restricted Stock Award
<S>                             <C>      <C>        <C>        <C>
None

</TABLE>

Employment Agreements. No officer or director has been granted an employment
contract or been provided a future benefit to be received upon separation from
service with the Company.

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

The following table sets forth as of October 10, 2001, information with respect
to the beneficial ownership of the Company's Common Stock by (i) each person
known by the Company to own beneficially 5% or more of such stock, (ii) each
Director of the Company who owns any Common Stock, and (iii) all Directors and
Officers as a group, together with their percentage of beneficial holdings of
the outstanding shares.

<TABLE>
<CAPTION>
                                       Number of Shares of
Name of Beneficial Owner/              Common Stock                       % of Beneficial
Identity of Group                      Beneficially Owned                 Ownership
------------------------------------------------------------------------------------------
<S>                                    <C>                                    <C>
Joseph Spitzer                         4,644,500 Common Shares                44.02%

Michael D. Farkas (3)                  4,750,000 Common Shares                45.02%

All directors and executive
officers as a group (2 persons)        9,394,500 Common shares                49.04%
</TABLE>

(1) The address of each person listed in the above table is c/o the Company, 701
Brickell Ave., Suite 3120, Miami, Florida 33131.

(2) The persons named in this table have sole voting and investment power with
respect to all shares of common stock reflected as beneficially owned by each.

(3) Mr. Farkas is the sole member and the Chairman and Chief Executive Officer
of the Atlas Group of COmpanies, LLC, the sole shareholder of Atlas Capital
Services, Inc., a registered broker dealer and member of the National
Association of Broker Dealers, Inc. and SIPC.

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

We currently sublease office space in a building located at 701 Brickell Avenue,
Suite 3120, Miami, Florida. The facility is leased pursuant to a month to month
lease. The primary tenant is Atlas Equity Group, Inc., an entity which is wholly
owned by Michael Farkas an affiliated individual. Atlas Equity Group, Inc.
subleases the facility to us. The landlord is not affiliated with us. The
present monthly rent is $1,000 which includes utilities and common charges.

The Company also subleases office space at 5420 13th Avenue, Brooklyn, NY 11219
from Allstate Realty Associates for $500 per month. Allstate is an entity which
is wholly owned by Joseph Spitzer, an affiliated individual.

We have not and do not intend to enter into any additional transactions with our
management or any nominees for such positions. We have not and do not intend to
enter into any transactions with our beneficial owners. We are not a subsidiary
of any parent company. Since inception, we have not entered into any
transactions with promoters other than our founders Michael Farkas and Joseph
Spitzer, who each received 4,750,000 of our shares of common stock.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.

<PAGE>

                                     PART IV

Item 13. Exhibits and Reports on Form 8-K
-------------------------------------------

(a)   The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules
     immediately following the signature pages of this report.

2.   Financial statement schedules; see index to financial statements and
     schedules immediately following the signature pages of this report.

3.   Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.

3(i)      Certificate of Incorporation, as amended (1)

3.2       Bylaws, as amended (1)

(1)       Incorporated by reference to the Registrant's
          Form 10-SB, filed on May 25, 1999
          (SEC File No. (000-26187).

(b)       Reports on Form 8-K
          We did not file any reports on Form 8-K for the quarter ended June 30,
          2000.

                                   SIGNATURES

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

                        GLOBAL REALTY MANAGEMENT GROUP, INC.

                        By:/s/ Michael D. Farkas
                        -----------------------------------
                         Michael D. Farkas
                         Executive Vice President, Chief
                         Financial Officer, Treasurer,
                         Secretary and Director

Dated: November 29, 2001

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

<TABLE>
<CAPTION>

Name                         Title                                         Date
<S>                          <C>                                           <C>

                             President, Chief Executive Officer,           November 29, 2001
---------------------------- Chairman and Director

/s/ Michael D. Farkas        Executive Vice President, Chief               November 29, 2001
---------------------------- Financial Officer, Treasurer,
                             Secretary and Director

</TABLE>

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JUNE 30, 2000 AND
2001 AND FOR THE PERIOD FEBRUARY 10, 1997
(DATE OF INCEPTION) THROUGH JUNE 30, 2001

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE ENTITY)

TABLE OF CONTENTS                                                   Page
-----------------------------------------------------------------------------

INDEPENDENT AUDITORS' REPORT                                        1

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
JUNE 30, 2000 AND JUNE 30, 2001 AND FOR THE PERIOD
FEBRUARY 10, 1997 (DATE OF INCEPTION) THROUGH JUNE 30, 2001

Balance sheets                                                      2

Statements of operations                                            3

Statements of changes in stockholders' equity (deficit)             4-5

Statements of cash flows                                            6

Notes to financial statement                                        7-14

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and
Board of Directors

Global Realty Management Group, Inc.
(A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheets of Global Realty Management
Group, Inc. (a development stage company) as of June 30, 2001 and June 30, 2000
and the related statement of operations, change in stockholders' equity
(deficit) and cash flow for the years ended June 30, 2001 and June 30, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States 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 the audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Realty Management Group,
Inc. as of June 30, 2001 and June 30, 2000, and the results of its operation and
its cash flow for the years ended June 30, 2001 and June 30, 2000 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is a development stage company. The realization of a
major portion of its assets is dependent upon its ability to meet its future
financing requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from this uncertainty.

Salibello & Broder LLP
New York, NY

August 30, 2001

                                       -1-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS                                                                    JUNE 30, 2001           JUNE 30, 2000
                                                                          -------------           -------------
CURRENT ASSETS:
<S>                                                                             <C>                 <C>
         Cash                                                                    $ 3,801             $ 2,733
         Prepaid expenses                                                              0               1,500
                                                                          ---------------        ------------
                     Total current assets                                          3,801               4,233

         INVESTMENT IN I-REALTYAUCTION.COM, INC.                                       0              30,500
                                                                          ---------------        ------------

TOTAL ASSETS                                                                    $ 25,604            $ 34,733
                                                                          ===============        ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

         Accounts payable and accrued expenses                                  $ 12,425            $ 14,487
         Loan and advances payable - related party                                   100                 100
         Notes payable - related party                                            40,000                   0
                                                                          ---------------        ------------
                     Total current liabilities                                    52,525              14,587

STOCKHOLDERS' EQUITY (DEFICIT):

         Common stock, par value $.001 per share; 50,000,000 shares
           authorized;10,550,000 shares issued and outstanding
           as of June 30, 2001 and June 30, 2000, respectively                    10,550              10,550
         Additional paid-in capital                                               99,950              99,950

         Deficit accumulated during the development stage                       (159,224)            (90,354)
                                                                          ---------------        ------------

                       Total stockholders' equity (deficit)                      (26,921)             20,146
                                                                          ---------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 25,604            $ 34,733
                                                                          ===============        ============

</TABLE>

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

                                      -2-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                   FOR THE PERIOD
                                                                                                  FEBRUARY 10,1997
                                                                    JUNE 30,                   (DATE OF INCEPTION) TO
                                                                    --------
                                                    2001                   2000                    JUNE 30, 2001
                                                    ----                   ----                    -------------
<S>                                             <C>                   <C>                     <C>
DEVELOPMENT STAGE REVENUES                      $                0    $                0      $                0
                                                -----------------------------------------------------------------------

DEVELOPMENT STAGE EXPENSES:
          Organization cost                                0                     964                   964
          Accounting fees                             11,486                  19,300                33,786
          Advertising                                      0                       0                   848
          Bank charges                                    73                       0                   203
          Consulting fees                                  0                       0                10,856
          Courier                                        184                       0                   273
          Dues and subscriptions                         120                     555                   675
          Licenses and taxes                             340                   1,037                 1,747
          Office expenses                             18,000                  18,000                40,598
          Legal fees                                   6,243                   5,302                27,840
          Printing                                        16                     510                   526
                                                -------------         ---------------         -------------
Total development stage expenses                      36,462                  45,668               118,316
                                                -------------         ---------------         -------------

LOSS FROM OPERATIONS                                 (36,462)                (45,668)             (118,316)

INTEREST EXPENSE                                      (1,908)                      0                (1,908)

LOSS ON DISPOSITION OF ASSET                         (24,474)                      0               (24,474)

LOSS ON INVESTMENT IN
 UNCONSOLIDATED SUBSIDIARY                            (6,026)                      0                (6,026)
                                                -------------         ---------------         -------------
NET LOSS                                           $ (68,870)              $ (45,668)           $ (150,724)
                                                =============         ===============         =============

LOSS PER COMMON SHARE
          Basic & diluted                            $ (0.01)                $ (0.00)
                                                =============         ===============

Weighted-average number of common
 shares outstanding                               10,550,000              10,078,356
                                                =============         ===============
</TABLE>

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

                                      -3-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                        DEFICIT
                                                                                                        ACCUMULATED
                                                                                           ADDITIONAL   DURING THE
                                                                    COMMON STOCK           PAID-IN      DEVELOPMENT
                                                               SHARES          AMOUNT      CAPITAL      STAGE           TOTAL
                                                               ------          ------      -------      -----           -----
<S>                                                            <C>          <C>          <C>           <C>           <C>
Balance, February 10, 1997 (date of inception )                         0   $        0   $        0    $        0    $        0

Restricted common stock issued to related parties
 for consulting fees                                                  200            0        1,000             0         1,000

Loss during the development stage for the period
 February 10, 1997 (date of inception) through June 30, 1997            0            0            0          (856)         (856)
                                                               ----------   ----------   ----------    ----------    ----------
Balance, June 30, 1997                                                200            0        1,000          (856)          144

Loss during the development stage for the year
 ended June 30, 1998                                                    0            0            0             0             0
                                                               ----------   ----------   ----------    ----------    ----------
Balance, June 30, 1998                                                200            0        1,000          (856)          144

Forward stock split 47,500 to 1                                 9,499,800        9,500       (1,000)       (8,500)            0

Common stock issued to third parties in private offering          500,000          500       99,500             0       100,000

Common stock issued for legal services                             50,000           50          450             0           500

Loss during development stage for the year
 ended June 30, 1999                                                    0            0            0       (35,330)      (35,330)
                                                               ----------   ----------   ----------    ----------    ----------
Balance, June 30, 1999                                         10,050,000   $   10,050   $   99,950    $  (44,686)   $   65,314
                                                               ==========   ==========   ==========    ==========    ==========
</TABLE>

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

                                      -4-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                        DEFICIT
                                                                                                        ACCUMULATED
                                                                                           ADDITIONAL   DURING THE
                                                                    COMMON STOCK           PAID-IN      DEVELOPMENT
                                                               SHARES          AMOUNT      CAPITAL      STAGE           TOTAL
                                                               ------          ------      -------      -----           -----
<S>                                                            <C>          <C>          <C>           <C>           <C>
Balance, June 30, 1999                                         10,050,000   $   10,050   $   99,950    $  (44,686)   $   65,314

Restricted common stock issued to acquire
 I-RealtyAuction.Com, Inc.                                        500,000          500            0             0           500

Loss during the development stage for
 the year ended June 30, 2000                                           0            0            0       (45,668)      (45,668)
                                                               ----------   ----------   ----------    ----------    ----------
Balance, June 30, 2000                                         10,550,000       10,550       99,950       (90,354)       20,146

Loss during the development stage for

 the year ended June 30, 2001                                           0            0            0       (68,870)      (68,870)
                                                               ----------   ----------   ----------    ----------    ----------
Balance, June 30, 2001                                         10,550,000   $   10,550   $   99,950    $ (159,224)   $  (48,724)
                                                               ==========   ==========   ==========    ==========    ==========

</TABLE>

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

                                      -5-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                 PERIOD FROM
                                                                              YEAR ENDED                      FEBRUARY 10, 1997
                                                                              JUNE 30,                     (DATE OF INCEPTION) TO
                                                                              ---------
                                                               2001                   2000                      JUNE 30, 2000
                                                               ----                   ----                      -------------
OPERATING ACTIVITIES:
<S>                                                           <C>                    <C>                   <C>

 Net loss                                                     $ (68,870)             $ (45,668)             $ (150,724)

 Adjustments to reconcile net loss to net cash
  used by operating activities:
  Amortization                                                        0                    678                       0
  Stock issued for legal services                                     0                      0                     500
  Forward stock split                                                 0                      0                  (8,500)
  Changes in assets and liabilities:
   (Increase) Decrease in prepaid expenses                        1,500                   (500)                      0
   Increase (Decrease) in accounts payable
   and accrued expenses                                          (2,162)                 1,463                  12,425
                                                           -------------           ------------            ------------

          Net cash used by operating activities                 (69,532)               (44,027)               (146,299)
                                                           -------------           ------------            ------------
INVESTING ACTIVITIES:
 Investment in I-RealtyAuction.Com, Inc.                         30,500                (30,500)                      0
                                                           -------------           ------------            ------------
          Net cash used/provided by investing activities         30,500                (30,500)                      0
                                                           -------------           ------------        ------------

FINANCING ACTIVITIES:
 Proceeds from the issuance of common stock                           0                    500                 110,000
 Proceeds from short term borrowings-related party               40,000                      0                  40,000
 Proceeds from loans and advances-related party                     100                      0                     100
                                                           -------------           ------------            ------------
          Net cash provided by financing activities              40,100                    500                 150,100
                                                           -------------           ------------            ------------
INCREASE (DECREASE) IN CASH                                     $ 1,068              $ (74,027)                $ 3,801
                                                           =============           ============            ============
CASH, BEGINNING OF PERIOD                                       $ 2,733               $ 76,760              $        0
                                                           =============           ============            ============
CASH, END OF PERIOD                                             $ 3,801                $ 2,733                 $ 3,801
                                                           =============           ============            ============
</TABLE>

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

                                      -6-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS
-------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

     For the cumulative period February 10, 1997 (date of inception) through
     June 30, 2001, the Company paid interest of $867.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVIITES

     The Company entered into the following non-cash transactions:

     On February 27, 1997, the Company issued 200 shares to its founders for
     consulting services. This transaction was valued at $1,000.

     For the year ended June 30, 1999, the Company issued 50,000 shares to their
     legal counsel for services rendered. This transaction was valued at $500.

     On March 25, 1999, the directors authorized a forward stock split of 47,500
     to 1. This transaction decreased retained earnings by $8,500.

     On February 21, 2001,  the Company  decided to spin-off its  investment  in
     I-Realtyauction.com  to its  shareholders.  Each shareholder of the Company
     received .142 of I-Realtyauction.com for each share owned. As a result, the
     Company recognized a loss on investment of $6,026 and a loss on disposition
     of asset of $24,474.

                                      -7-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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

1.   ORGANIZATION

     Global Realty Management Group, Inc. ("the Company") was incorporated on
     February 10, 1997 under the laws of the State of Florida. The Company's
     primary objective is to position itself to take advantage of real estate
     management opportunities. The Company intends to grow through internal
     development, strategic alliances and acquisitions of existing business. The
     Company commenced its development stage operations during the fiscal year
     ended June 30, 1999.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosures of contingent assets and liabilities as of the date of the
     financial statements. Accordingly, actual results could differ from those
     estimates.

     CASH AND CASH EQUIVALENTS

     For purposes of reporting cash flows, the company considers all highly
     liquid investments purchased with an original maturity of three months or
     less to be cash equivalents.

     CARRYING VALUES

     The Company reviews the carrying values of its long-lived and identifiable
     intangible assets for possible impairment. Whenever events or changes in
     circumstances indicate that the carrying amount of assets may not be
     recoverable, the Company will reduce the carrying value of the assets and
     charge operations in the period the impairment occurs.

                                      -8-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

     INCOME TAXES

     The Company utilizes Statement of Financial Standards ("SFAS") No. 109,
     "Accounting for Income Taxes", which requires the recognition of deferred
     tax assets and liabilities for the expected future tax consequences of
     events that have been included in financial statements or tax returns.
     Under this method, deferred income taxes are recognized for the tax
     consequences in future years of differences between the tax basis of assets
     and liabilities and their financial reporting amounts at each period end
     based on enacted tax laws and statutory tax rates applicable to the periods
     in which the differences are expected to affect taxable income. Valuation
     allowances are established when necessary to reduce deferred tax assets to
     the amount expected to be realized. The accompanying financial statements
     have no provisions for deferred tax assets or liabilities.

     INVESTMENT

     The Company acquired a 30% interest in i-RealtyAuction.Com, Inc.
     ("I-Realty") and accounts for the investment under the equity method (Notes
     5 and 8). I-Realty is a development stage company that intends to market,
     auction, and provide other related real estate transactions through an

     Internet website. On February 21, 2001, the Company decided to spin-off its
     investment in I-Realtyauction.com to its shreholders. Each shareholder of
     the COmpany received .142 of I-Relatyauction.com for each shareholder
     owned. As a result, the COmpany recognized a loss on investment of $6,026
     and a loss on disposition of asset of $24,474.

     NET LOSS PER SHARE

     The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss per
     share is computed by dividing the loss available to common shareholders by
     the weighted-average number of common shares outstanding. Diluted loss per
     share is computed in a manner similar to the basic loss per share, except
     that the weighted-average number of shares outstanding is increased to
     include all common shares, including those with the potential to be issued
     by virtue of warrants, options, convertible debt and other such convertible
     instruments. Diluted earnings per share contemplates a complete conversion
     to common shares of all convertible instruments only if they are dilutive
     in nature with regards to earnings per share. Since the Company has
     incurred losses for all periods, and since there are no convertible
     instruments, basic loss per share and diluted loss per share are the same.

                                      -9-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
     requires the disclosure of the fair value of financial instruments. The
     Company's management, using available market information and other
     valuation methods, has determined the estimated fair value amounts.
     However, considerable judgment is required to interpret market data in
     developing estimates of fair value. Accordingly, the estimates presented
     herein are not necessarily indicative of the amounts the Company could
     realize in a current market exchange.

     STOCK COMPENSATION

     Stock-based compensation is recognized using the intrinsic value method
     prescribed in Accounting Principles Board ("APB") Opinion No. 25,
     Accounting for Stock Issued to Employees, and related interpretations.
     Accordingly, compensation expense for stock options is measured as the
     excess, if any, of the fair value of the Company's'stock at the date of the
     grant over the amount an employee must pay to acquire the stock and is
     amortized over the vesting period. The Company has adopted the disclosure
     provisions of SFAS No. 123, Accounting for Stock-Based Compensation, which
     requires the Company to disclose the pro forma effects on earnings and
     earnings per share as if SFAS No. 123 had been adopted.

3.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2000, the Financial Accounting Standards Board issued SFAS No. 138,
     "Accounting for Derivative Instruments and Hedging Activities - An
     Amendment of FASB Statement No. 133." SFAS 138 amends the accounting and
     reporting standards for certain derivatives and hedging activities such as
     net settlement contracts, foreign currency transactions and inter company
     derivatives. The Company does not currently hold derivative instruments or
     engage in hedging activities. The requirements of SFAS 138 does not have a
     material effect on our financial statements and related disclosures

4.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

     The Company's initial activities have been devoted to developing a business
     plan, negotiating real estate management contracts and raising capital for
     future operations and administrative functions.

     The ability of the Company to achieve its business objectives is contingent
     upon its success in raising additional capital until adequate revenues are
     realized from operations.

                                      -10-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business. As shown in the financial
     statements, development stage losses from February 10, 1997 (date of

     inception) to June 30, 2001 aggregated $150,724. The Company's cash flow

     requirements during this period have been met by contributions of capital
     and debt financing. No assurance can be given that these sources of
     financing will continue to be available. If the Company is unable to
     generate profits, or unable to obtain additional funds for its working
     capital needs, it may have to cease operations.

     The financial statements do not include any adjustments relating to the
     recoverability and classification of assets or liabilities that might be
     necessary should the Company be unable to continue as a going concern.

5.   OTHER ASSETS

     On December 2, 1999, the Company formed I-Realty along with another
     investor I-Incubator.Com, Inc., a related party. The Company issued 500,000
     shares of its common stock to I-Realty valued at $500, and paid $30,000 for
     a 30% interest in I-Realty. I-Incubator.Com, Inc. received a 70% interest
     in I-Realty in exchange for services valued at $700. I-Realty is a

     development stage company. On February 21, 2001, the Company decided to
     spin-off its invedstment in I-Realty to its shareholders. The Company
     recognized a loss on disposition of $24,474 and was recorded as expenses in
     the accompany financial statements.

6.   INCOME TAXES

     No provisions for income taxes have been made because the Company has
     sustained cumulative losses since the commencement of operations. For the
     years ended June 30, 2001 and 2000, the Company had net operating loss

     carryforwards ("NOL's") of $150,724 and $81,854, respectively, which will

     be available to reduce future taxable income and expense in the years
     ending June 30, 2021 and 2020, respectively.

                                      -11-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

     In accordance with SFAS No. 109 the Company has computed the components or
     deferred income taxes as follows.

                                            June 30,            June 30,
                                              2001                2000

       Deferred tax assets                   $ 59,536            $ 32,332
       Valuation allowance                    (59,536)            (32,332)
                                             --------            --------

       Deferred tax asset, net               $ -                 $ -
                                             ====                ===

     At June 30, 2001 and June 30, 2001, a valuation allowance has been provided
     and realization of the deferred tax benefit is not likely.

     The effective tax rate varies from the U.S. Federal statutory tax rate for
     June 30, 2001 and June 30, 2000, principally due to the following

                  U.S. statutory tax rate                   34.0%
                  State and local taxes                     5.5
                  Valuation                                 (39.5)
                                                            -----
                  Effective rate                              - %
                                                             ===

7.   ACCOUNTS PAYABLE & ACCRUED EXPENSES

     Accounts payable and accrued expenses at June 30, 2001 & June 30, 2000
     respectively consisted of the following:

                                          June 30,            June 30,
                                            2001               2000
                                        -------------          ----
           Accounts payable              $ 7,884                $ 6,000
           Accrued expenses               3,500                  8,487
           Accrued interest               1,041                  0
                                         ------                 --------
                                         $ 12,425               $ 14,487
                                         ========               ========

                                      -12-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------


8.   STOCKHOLDERS' EQUITY

     On February 27, 1997, the Company issued 200 restricted common shares each
     to Joseph Spitzer (President) and Michael D. Farkas (Vice President,
     Treasurer, Secretary), the Company's sole officers and directors, in
     consideration for management services valued at $1,000. These individuals
     are deemed to be founders of the Company.

     On March 25, 1999, the Directors authorized a forward stock split of 47,500
     to 1 on its common stock. Immediately following the split the founders
     owned 9,500,000 restricted common shares.

     On March 26, 1999, the Company entered into a private offering of
     securities pursuant to Regulation D, Rule 504, promulgated by the
     Securities Act of 1933. Common stock was offered to non-accredited
     investors for cash consideration of $.20 per share. 500,000 shares were
     issued to 25 unaffiliated investors. That offering is now closed.

     In June 1999, the Company engaged legal counsel for services relating to
     SEC filings and related documentation. The fees to be paid for these
     services are estimated to be $10,500. In addition, the Company issued
     50,000 shares of common stock (valued at $500) as additional payment for
     the services rendered.

     On December 6, 1999 the Company issued 500,000 restricted common shares in
     connection with the formation of I-RealtyAuction.Com, Inc. valued at par
     $500 (see Note 5).

9.   RELATED PARTY TRANSACTIONS

     In April 1999, the Company agreed to reimburse Atlas Equity Group, Inc., a
     related party, $1,000 per month (on a month-to-month basis) for operating
     and administrative expenses. Atlas Equity Group, Inc. is owned by Michael
     D. Farkas. For the year ended June 30, 2001 and 2000, $12,000 and $12,000
     respectively, are included as expense in the accompanying financial
     statements.  At June 30, 2001, $2000 of these reimbursable operating and
     administrative expenses are included in accounts payable and accurred
     expenses.

     In April, 1999 the Company agreed to reimburse Allstate Realty Associates,
     a related party, $500 per month (on a month-to-month basis) for operating
     and administrative expenses. Allstate Realty Associates is owned by Joseph
     Spitzer. For the years ended June 30, 2001 and 2000, $6,000 and $6,000
     respectively, are included as expense in the accompanying financial
     statements.  At June 30, 2001, $1000 of these reimbursable operating and
     administrative expenses are included in accounts payable and accurred
     expenses.

                                      -13-

<PAGE>

GLOBAL REALTY MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

     In December, 1999 the Company issued 500,000 shares of common stock and
     paid $30,000 in connection with the formation and acquisition of a 30%
     interest in I-RealtyAuction.com, Inc. 70% of i-RealtyAuction.Com, Inc., is
     owned by I-Incubator.Com, Inc. a related party. I-Incubator.Com, Inc.
     exchanged consulting services valued at $700 for its 70% interest in
     I-RealtyAuction.Com, Inc.

     For the year ended June 30, 2001 the Company issued promissory notes to
     Ostonian Securities Limited aggregating $23,500. The promissory notes bear
     interest at a rate of 8 1/4 % per annum. Interest and principal balances
     are due on dates ranging from October 2001 through December 2001. Michael
     D. Farkas is an advisor to Ostonian Securities Limited. The Company paid
     off the principal and interest on April 5, 2001.

     On March 30, 2001 the Company issued a promissory note to Global Investment
     Holding LLC ("GIH") for $40,000. The promissory note bears interest of 10%
     per annum and is due on June 27, 2001. Michael Farkas and Joseph Spitzer
     are each 50% owner of GIH.

                                      -14-