SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  Form 10-KSB/A


(Mark One)

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

                                       OR

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

                       Commission File Number: 0001085774

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

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

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

                                 (212) 956-1494
                (Issuer's telephone number, including area code)


           Securities registered pursuant to Section 12(b) of the Act:
                                      None

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


                          Common Stock, $.01 par value
                                (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X ] No [ ]

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

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

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

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


<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE


No documents are incorporated by reference into this Amendment to the Annual
Report on Form 10-KSB.

                                EXPLANATORY NOTE

This Form 10-KSB/A is being filed solely to include the information set forth in
Part III of this Report, which was omitted from the original Form 10-KSB in
accordance with applicable rules and regulations. The information contained in
Parts I, II and IV of this Report has been included from the original Form
10-KSB filing and has not been updated to reflect events since the date of such
filing.

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                                TABLE OF CONTENTS


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

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

                                    PART III
ITEM 9.  Directors, Executive Officers, Promoters and Control Persons,

                  Compliance with Section 16(a) of the Exchange Act........   12
ITEM 10. Executive Compensation ...........................................   14
ITEM 11. Security Ownership of Certain Beneficial Owners and Management....   15
ITEM 12. Certain Relationships and Related Transactions....................   15
ITEM 13. Exhibits and Reports on Form 8-K.................................    17









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

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                                     PART I

                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

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

Item 1.  Description of Business

Background

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

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

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

         Uncommon CDs

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

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

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


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        UncommonMusic.com

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

Business Strategy

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


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

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

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

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

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

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          incentive to enter into exclusive promotion agreements with us. We
          expect that the UncommonMusic site will feature exclusive music
          content, community features and e-commerce services.

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

Products and Services

        The Uncommon CD

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

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

        UncommonMusic.com

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

Seasonality

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

Regulatory Environment

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


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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 financialcondition.

Competition

        Uncommon CDs

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

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

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

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

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

        UncommonMusic.com

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

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

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

Protecting our intellectual property

We rely on a combination of trade secret and other intellectual property law,
nondisclosure agreements with most of our employees and other protective
measures to establish and protect our proprietary rights in our systems and
products. We believe that because of the rapid pace of technological change in
the open systems networking industry, legal protection of our proprietary
information is less significant to our competitive position than factors such as
our strategy, the knowledge, ability and experience of our personnel, new system
and product development and enhancement, market recognition and ongoing product
maintenance and support. We have not

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filed nor do we intend to file, any patent applications with respect to our
existing technology. However, we do intend to file a patent covering certain
aspects of our business model, although there can be no assurance that such
patent will be granted, or if granted will offer us any level of significant
protection. We have registered the trademarks "UMGi" and "Uncommon Media Group."
There can be no assurance that we will be able to protect against the use of
similar technologies by our competitors. Therefore, there can be no assurance
that one or more of our present of future competitors, most of whom have far
greater resources than we do, will not independently develop technologies that
are substantially equivalent or superior to our technology. Our inability to
respond to technological advances on a timely and cost-effective basis could
materially adversely affect our business, results of operations and financial
condition.

Employees

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


Item 2.   Description of Property

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

Item 3.  Legal Proceedings

The Company is unaware of any pending or threatened litigation.

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

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


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Price Range of Class A Common Stock

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

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

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


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Recent Sales of Unregistered Securities


In February 2001, we issued an aggregate of 19,200,000 shares of our common
stock to Lawrence Gallo, our President, Gus Rodriguez, our Vice President of
Administration and Mitchell Sandler, our Vice President of Marketing, in
exchange for all of the issued and outstanding shares of Uncommon Nevada.


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

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

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


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

Plan of Operation

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

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

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

Employees

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

Results of Operations

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


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Liquidity and Capital Resources

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

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



                                  RISK FACTORS

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

Our Limited Operating History Makes Evaluating Our Business Highly Speculative.

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

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

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

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

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

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


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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.

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

                                       8
<PAGE>


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 Distribution of Music is Highly Competitive.

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

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

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


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

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

Reliance on Artists and Independent Record Labels.

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

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

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

                                       9
<PAGE>

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.

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

                                       10
<PAGE>


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

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

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

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

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

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

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

The Board of Directors may designate a series or classes of preferred shares
without shareholder consent which designations may give the holders of the
preferred stock, if previously issued, voting control and other preferred rights
such as to liquidation and dividends. The authority of the Board of Directors to
issue such stock without shareholder consent may have

                                       11
<PAGE>

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 attempt and could adversely materially affect the rights of
holders of shares of the common stock.

Absence Of Cash Dividends.

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

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

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

Item 7.  Financial Statements

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


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

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


                                    PART III

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


Our directors and executive officers and their ages as of April 26, 2001 are as
follows:

Nominees                   Age   Position

Lawrence Gallo              36   President and Director

Gustavo A. Rodriguez        37   Vice President of Administration, Secretary
                                 and Director

Mitchell Sandler            41   Vice President of Marketing and Director

Bruce Magown (1)            47   Director

                                       12
<PAGE>


Ali Far, JD (1)             42   Director


Allen Sherwin, CPA (1)      43   Director
-----------------------------------
(1)      Member of the Audit Committee.


Messrs. Gallo, Rodriquez and Sandler each became an officer and director of the
Company in December 2000, following the Company's acquisition of Uncommon
Nevada. Messrs. Magown, 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 servs 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.

Gustavo A. Rodriguez has served as our Secretary, Vice President of
Administration and a Director since December 8, 2001. Prior thereto, Mr.
Rodriquez served as a 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 Director of International Business for
American First Capital, a registered broker-dealer. In February 1999, he
co-founded MiProfesor.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 his position with Uncommon Media Group, he seved as Vice President of
Regenesis Holdings, Inc. since December 1998. Between 1993 and December 1997, he
served as President of The Silicon Group, Inc., a semi-conductor and computer
software development company. From 1984 and 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).
[Discuss Fuel Nation]. 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
Associate's degree from Santa Fe Community College and attended the University
of Florida College of Business Administration.

Bruce Magown has provided consulting services to us since January 2001 and
became a member of the Board of Directors and the Audit Committee in April 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 Semptember 2000. From June
1997 to September 2000, Mr. Magown served as the Vice President of the
Sun/Netscape Alliance,a strategic alliance formed by America 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 Executive Officer of Information Engineer, an
e-bussiness consultant.

                                       13
<PAGE>

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 for 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
components 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 Kats 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 corporation. 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 companies, manufacturers of
military electronics.

Item 10.  Executive Compensation.

All of the Company's current executive officers joined the Company in December
2000, in connection with the Company's acquisition of Uncommon Nevada. The
following table sets forth the annual compensation earned by the Company's Chief
Executive Officer and all each other executive officers whose annual
compensation was in excess $100,000 (the "Named Executive Officers"). The
Company does not currently have any stock option or other forms of compensation
plans.

The following table sets forth summary information regarding compensation
accrued by the Company for the year ended December 31, 2000 to the Named
Executive Officers.

                                                             Other Annual
 Name and Principal Position     Year     Salary     Bonus   Compensation
 ---------------------------     ----     ------     -----   ------------
Lawrence Gallo                   2000   $90,000 (1)   -0-        -0-
  President and
  Chief Executive Officer

Gustavo Rodriguez                2000   $58,500 (2)   -0-        -0-
  Secretary and Vice President

Mitchell Sandler                 2000   $58,500 (2)   -0-        -0-
   Vice President
---------------------------------------------
(1) Mr. Gallo is entitled to a base annual salary equal to $300,000. The amount
of salary disclosed represents the accrued salary for Mr. Gallo during the
period between September 13, 2000 (the date of inception of Uncommon Nevada) and
December 31, 2000.

(2) Each of Messrs. Rodriguez and Sandler is entitled to a
base annual salary equal to $195,000. The amount of salary disclosed represents
the accrued salaries for Mr. Rodriguez and Mr. Sandler during the period between
September 13, 2000 (the date of inception of Uncommon Nevada) and December 31,
2000.

Director Compensation

The Company has agreed to grant each of its three non-employee directors 100,000
shares of our common stock. In addition, Non-employee directors are entitled to
reimbursement for reasonable travel expenses.

Information Concerning Stock Options

The Company did not grant any stock options to the Named Executive Officers
during the fiscal year ended December 31, 2000.

                                       14
<PAGE>

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

The following table sets forth, as of April 25, 2001, 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 25, 2001, the Company had 29,777,667 shares of
common stock issued and outstanding, after giving effect to the issuance of an
aggregate of 300,000 shares of common stock which the Board of Directors has
authorized, but which have not yet been issued as of April 25, 2001 (as
described in the footnotes below). The address of each stockholder is the
address of the Company, which is 33 West 54th Street, 2nd Floor, New York, New
York 10019.

                                                                 Percent of
                                                                Outstanding
Name                                   Number of Shares        Common Stock

Lawrence Gallo...............            9,200,000                30.9 %
Gustavo Rodriguez............            5,000,000                16.8 %
Mitchell Sandler.............            5,000,000                16.8 %
Bruce Magown (1).............              200,000                  *
Ali Far (2)..................              100,000                  *
Allen Sherwin (3)............              100,000                  *
Officers and Directors as
a group (six persons)........           19,600,000                65.8 %

------------------------------------
* Represents less than 1%.

(1)  Consists of (i) 100,000 shares of common stock which the Company has agreed
     to issue to Mr. Magown as consideration for his agreement to act as a
     director of the Company and (ii) 100,000 shares which the Company has
     agreed to issue to Mr. Magown pursuant to a consulting agreement between
     the Company and Mr. Magown. See "Item 12. Certain Relationships and Related
     Transactions - Consulting Agreement with Bruce Magown." The Company has not
     yet issued these shares but expects to do so within 60 days of the date of
     this amendment.

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

(3)  Consists of the 100,000 shares which the Company has agreed to issue to Mr.
     Sherwin in consideration for his agreement to act as a director of the
     Company. The Company has not yet issued these shares but expects to do so
     within the 60 days of the date of this amendment.

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 changes in ownership with the Securities and Exchange Commission.
To date, no such reports have been filed by our officers, directors or ten
percent holders. Our officers and directors have informed us that they are
currently working towards completing and filing the necessary reports.

Item 12.  Certain Relationships and Related Transactions.

Acquisition of Uncommon Nevada

Pursuant to a Share Purchase Agreement dated as of December 8th, 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 cofounders 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. Rodriquez and Sandler each
received 5,000,000 shares of our common stock.


                                       15
<PAGE>

Consulting Agreement with Bruce Magown

Pursuant to a consulting agreement, dated as of January 2001, between the
Company and Bruce Magown, a director of the Company (the "Consulting
Agreement"), the Company has engaged Mr. Magown to act as a consultant to the
Company until January of 2003. Pursuant to the Consulting Agreement, Mr. Magown
is entitled to an initial fee of 100,000 shares of common stock. In addition,
with respect to any financing transactions of up to $1 million introduced by Mr.
Magown and consummated by the Company, Mr. Magown will be 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 will be entitled to a fee of
between 1% to 5% of the total amount of consideration involved in such
transactions. In addition, the Company is required to reimburse Mr. Magown for
all expenses incurred by him in connection with the Consulting Agreement.

                                       16
<PAGE>




Item 13.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit
No.                Description of Exhibit

3.1  Articles of Incorporation of the Company, incorporated by reference to
     exhibit 3.1 on Form 10SB12B filed June 8, 1999.

3.2  Bylaws of the Company, incorporated by reference to exhibit 3.1 on Form
     10SB12B filed June 8, 1999.

10.1 Acquisition Agreement between IJC Ventures Corp., and Uncommon Media Group,
     Inc. dated as of December 8, 2000, dated as of December 8, 2000,
     incorporated by reference to exhibit 2.1 on Form 8-K filed December 22,
     2000

10.2 Lease Agreement, dated June 16, 2000, incorporated by reference
     to exhibit 10.1 on Form 8-K filed December 22, 2000.

16.1 Letter regarding change in certifying accountant, incorporated by
     reference to exhibit 16.1 on Form 10SB12B filed February 27, 2001.


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



(b)      Reports on Form 8-K

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

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

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


                                       17
<PAGE>





                                   Signatures


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amendment to its annual report on 10-KSB to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                 UNCOMMON MEDIA GROUP, INC.

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


                                 Date: April 27, 2001
>


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

Signature                             Title                            Date



/s/ Lawrence Gallo___     President and Chairman of the Board     April 27, 2001
---------------------     (principal executive officer)
Lawrence Gallo


/s/ Gus Rodriguez____     Vice President of Administration        April 27, 2001
---------------------     and Director
Gus Rodriguez

/s/ Mitchell Sandler_     Vice President of Marketing             April 27, 2001
---------------------     and Director
Mitchell Sandler

/s/ Bruce Magown_____     Director                                April 27, 2001
---------------------
Bruce Magown

/s/ Ali Far               Director                                April 27, 2001
---------------------
Ali Far

/s/ Allen Sherwin____     Director                                April 27, 2001
---------------------
Allen Sherwin



                                       18
<PAGE>






                         Report of Independent Auditors

The Board of Directors
Uncommon Media Group, Inc.

We have audited the accompanying balance sheet of Uncommon Media Group, Inc. (a
Development Stage Company) (the "Company") as of December 31, 2000 and the
related statements of operations, cash flows and stockholders' deficit for the
period from September 13, 2000 (date of inception) to December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at December 31,
2000, and the results of its operations and its cash flows for the period from
September 13, 2000 (date of inception) to December 31, 2000 in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As more fully described in Note 1, the
Company has incurred operating losses, has a working capital deficiency and has
accumulated a deficit during its development stage. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.


                                          /s/ Ernst & Young LLP


April 4, 2001



                                       19
<PAGE>



                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                                  Balance Sheet

                                December 31, 2000

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

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

Other assets                                                          21,000
                                                                   ---------

Total assets                                                       $ 139,163
                                                                   =========

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

Long-term debt and accrued interest                                   50,075

Advances convertible into common stock                               275,000

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


                                       20
<PAGE>



                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                             Statement of Operations

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


Revenue                                            $       --

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

Total operating expenses                                533,092

Interest expense                                             75
Provision for income taxes                                 --
                                                   ------------

Net loss                                           $   (533,167)
                                                   ============

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

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



See accompanying notes.


                                       21
<PAGE>



                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                             Statement of Cash Flows

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


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

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

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

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

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

Income taxes paid                                          $    --
                                                           =========



See accompanying notes.


                                       22
<PAGE>



                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                       Statement of Stockholders' Deficit



                                Preferred    Common    Accumulated
                                  Stock      Stock       Deficit       Total
                                 -------   ---------   ---------    ---------

Balance at September 13, 2000    $  --     $    --     $    --      $    --
Net loss                            --          --      (533,167)    (533,167)
                                 -------   ---------   ---------    ---------
Balance at December 31, 2000     $  --     $    --     $(533,167)   $(533,167)
                                 =======   =========   =========    =========



See accompanying notes.


                                       23
<PAGE>




                           Uncommon Media Group, Inc.
                           (Development Stage Company)

                          Notes to Financial Statements

                                December 31, 2000




1. Organization and Summary of Significant Accounting Principles

Business

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

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

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

Basis of Presentation

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

Going Concern

The Company will require additional capital in order to meet its cash needs for
the next year. These conditions raise doubt regarding the Company's ability to
continue as a going concern. The Company is currently negotiating with third
parties in an attempt to obtain additional sources of funds which, in


                                       24
<PAGE>

management's opinion, would provide adequate cash flows to finance the Company's
operations. There can be no assurance that the Company will have sufficient
funds to finance its operations through the year ending December 31, 2001.

Use of Estimates

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

Cash and Cash Equivalents

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

Fixed Assets

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

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

Loss Per Share

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

Revenue Recognition

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

Income Taxes

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

                                       25
<PAGE>

2. Income Taxes

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

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

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

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

3. Debt and Other Obligations

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

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

4. Commitments

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

                                       26
<PAGE>


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

5. Related Party Transactions

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

6. Subsequent Events

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

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


                                       27
<PAGE>